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Lawsuit alleges Novo's 30-month closing period would stall

Metsera's ( MTSR ) obesity drug

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Metsera ( MTSR ) says Pfizer ( PFE ) using litigation to lower its takeover

price

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Judge will analyze claims on Tuesday

By Sabrina Valle, Mrinalika Roy and Tom Hals

Nov 3 (Reuters) - Pfizer ( PFE ) filed a second lawsuit

on Monday accusing Danish drugmaker Novo Nordisk of

structuring its $9 billion bid for biotech Metsera ( MTSR ) to

stall, not close, the deal, a tactic it said is designed to

suppress competition in obesity drugs.

Novo and Metsera ( MTSR ) on Monday rejected Pfizer's ( PFE ) claims, in a

dramatic escalation in the legal and bidding fight for control

of the biotech startup, which is developing next-generation

obesity drugs. A judge will analyze the complaints on Tuesday.

Pfizer ( PFE ) agreed to pay up to $7.3 billion for Metsera ( MTSR ) in

September, after a private bidding war with Novo for the biotech

firm that lasted months. Metsera ( MTSR ) said Novo already had a big

chunk of the market, could face antitrust scrutiny, and rejected

Novo's offer six times.

But last week, after Novo's top investor overhauled the board,

the Danish company launched an unsolicited rival bid - its

seventh since January.

In a surprising move, Metsera ( MTSR ) said Novo's offer was

superior and gave Pfizer ( PFE ) until Tuesday to submit a higher bid.

That prompted Pfizer ( PFE ) to sue Metsera's ( MTSR ) board and Novo in

Delaware's Court of Chancery on Friday and then it hit Novo with

an antitrust lawsuit in Delaware federal court on Monday.

The state court case was assigned to Vice Chancellor Morgan

Zurn, who scheduled a hearing for Tuesday morning.

Metsera ( MTSR ) accused Pfizer ( PFE ) of gaming the schedule by not suing

sooner, when it knew of Novo's bid on October 25, and of trying

to drive down its takeover price. The company in a statement

described Pfizer's ( PFE ) allegations as "nonsense," adding that it

will respond to the claims in court.

Novo on Monday said it closely adhered to all of the

restrictions under the Pfizer ( PFE ) merger agreement.

"We are confident that the facts and the law are on our

side," Novo said in a statement. "Pfizer's ( PFE ) suggestion that Novo

Nordisk would impair or potentially stop an emerging US

competitor is absurd and not based on facts, common sense, or

market realities."

Metsera ( MTSR ) is developing a new obesity drug that would have the

benefit of monthly injections versus weekly injections required

for wildly popular Wegovy from Novo and Eli Lilly's ( LLY )

Zepbound and Mounjaro.

Pfizer ( PFE ) is betting on Metsera ( MTSR ) to help it enter an obesity

market some analysts forecast could soon reach $150 billion

annually.

Metsera ( MTSR ) is working on experimental therapies analysts say

could generate $5 billion in sales.

PFIZER SAYS NOVO AIMS TO DELAY COMPETITION

Pfizer's ( PFE ) second complaint, filed in U.S. District Court in

Delaware on Monday, alleges Novo Nordisk is using a 30-month

"outside date" - the period before either party can terminate

the merger - to delay Metsera's ( MTSR ) entry into the market for

obesity drugs that target the GLP-1 protein, currently dominated

by Novo and Lilly.

Pfizer ( PFE ) said its own deal with Metsera ( MTSR ) had a nine-month

timeline and received early termination of antitrust review on

October 31.

Pfizer ( PFE ) claims Novo Nordisk's bid is not a genuine

acquisition attempt but a strategic maneuver to block Metsera ( MTSR )

from advancing its drugs in development and preserve Wegovy and

Ozempic's market share.

In the suit, Novo is accused of offering Metsera ( MTSR )

shareholders $6.5 billion upfront - before regulatory review -

and tying the company to restrictive covenants that delay or

prevent clinical progress.

"Something is clearly rotten in the state of Denmark,"

Pfizer ( PFE ) wrote in its complaint - a pointed reference to

Shakespeare's Hamlet that underscores the company's view of

Novo's motives following a recent board purge by its controlling

shareholder.

Metsera ( MTSR ) shares fell 3.7% on Monday to close at $60.73.

Pfizer ( PFE ) shares ended flat, while Novo shares fell less than 1%.