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Update: Pfizer Sues Metsera, Novo Nordisk Over Alleged Breach of Merger Agreement
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Update: Pfizer Sues Metsera, Novo Nordisk Over Alleged Breach of Merger Agreement
Nov 3, 2025 7:42 AM

10:15 AM EST, 11/03/2025 (MT Newswires) -- (Updates to add comment from Novo Nordisk ( NVO ) in the sixth paragraph.)

Pfizer ( PFE ) said late Friday it filed a lawsuit against Metsera ( MTSR ) , its board of directors, and Novo Nordisk ( NVO ) , for allegedly breaching terms of its merger agreement with Metsera ( MTSR ).

Pfizer ( PFE ) said the lawsuit seeks to block Metsera ( MTSR ) from terminating the merger agreement and proceeding with an alternative proposal from Novo Nordisk ( NVO ), which Pfizer ( PFE ) claims cannot qualify as a "superior company proposal" under the deal terms due to significant regulatory risks.

Pfizer ( PFE ) said the US Federal Trade Commission already granted early termination of the waiting period under the Hart-Scott-Rodino Act for its pending Metsera ( MTSR ) acquisition and the transaction is "ready to complete" following Metsera's ( MTSR ) stockholder meeting on Nov. 13.

Pfizer ( PFE ) alleged that Novo Nordisk's ( NVO ) proposal is "an illegal attempt by a company with a dominant market position to suppress competition" and uses an unprecedented structure to evade antitrust review.

Metsera ( MTSR ) said in a separate press release it "disagrees with the allegations in Pfizer's ( PFE ) complaint and will address them in the Delaware Court of Chancery."

Novo Nordisk ( NVO ) said in an emailed comment to MT Newswires that "we closely adhered to all of the restrictions under the Pfizer ( PFE ) merger agreement and are confident that the facts and the law are on our side." The Danish pharmaceutical company added that it intends to "vigorously defend ourselves in any litigation."

Metsera ( MTSR ) did not respond to an MT Newswires request to comment.

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