Court Rejects Pfizer's Bid To Block Metsera Board From Considering Novo Nordisk's $10 Bln Offer

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(RTTNews) - Metsera Inc. (MTSR) released a statement after the Delaware Court of Chancery rejected Pfizer Inc.'s (PFE) request for a temporary restraining order. The legal action aimed to block Metsera's Board of Directors from considering a rival acquisition offer submitted by Novo Nordisk.

In its response, Metsera welcomed the court's decision and reaffirmed its dedication to prioritizing the interests of shareholders and patients. The company also dismissed Pfizer's continued litigation as unfounded.

Meanwhile, Pfizer reaffirmed its position, asserting that Metsera breached its contractual obligations and that its board failed to uphold fiduciary duties to shareholders.

Pfizer emphasized that the court's decision did not address the core legal issues and confirmed its intent to continue pursuing claims through ongoing litigation and a parallel antitrust case in Delaware federal court.

Pfizer described Novo Nordisk's proposal as an "illusory" attempt to bypass antitrust scrutiny and expressed confidence that regulators in the U.S. and globally would reject what it called an unprecedented and unlawful strategy to eliminate a potential competitor.

On Tuesday, Metsera announced that the revised acquisition proposal received from pharmaceutical major Novo Nordisk A/S (NVO) was superior to Pfizer's revised bid.

Novo Nordisk's proposal would pay the company $62.20 per Metsera common share in cash (up from $56.50) along with certain amounts in respect to Metsera employee equity and transaction expenses. In turn, Metsera will declare a dividend of $62.20 per Metsera common share in cash (up from $56.50).

Metsera shareholders would also receive a contingent value right up to $24 per share in cash based on development and regulatory approval milestones.

This brings the proposal value up to $86.20 per share for a total of approximately $10 billion representing around 159 percent premium to Metsera's closing price as of September 19, 2025, the last trading day before the Pfizer transaction was announced.

Previously, Pfizer had proposed a consideration of $60 per share in cash (up from $47.50) and decreased the amount payable under the CVR to up to $10 per share in cash (down from $22.50) on November 3.