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Pfizer Sues Metsera and Novo Nordisk Over $8.5 Billion Takeover Battle

By  |  November 2, 2025

Pfizer has filed a lawsuit against Metsera and Novo Nordisk, accusing Metsera of breaching its merger agreement after declaring Novo Nordisk’s $8.5 billion offer to be a superior proposal, according to Reuters. The pharmaceutical giant has asked a Delaware court to issue a temporary restraining order preventing Metsera from terminating their existing agreement.

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    Metsera had given Pfizer until Tuesday to improve its bid, while Pfizer requested that Metsera’s shareholder vote, currently set for November 13, proceed as planned. Per Reuters, the lawsuit follows the U.S. Federal Trade Commission’s early antitrust clearance for Pfizer’s proposed $7.3 billion acquisition of Metsera. The FTC granted early termination of the Hart-Scott-Rodino waiting period, ahead of the November 7 deadline.

    A Novo Nordisk spokesperson said, “Pfizer’s claims against Novo Nordisk are meritless, and we will vigorously defend ourselves in any litigation.” Metsera, for its part, stated that it disagreed with Pfizer’s allegations and would respond in court.

    According to Reuters, the legal dispute highlights a growing competition between major drugmakers seeking dominance in the lucrative obesity drug market, estimated at $150 billion. Metsera’s experimental treatments could generate as much as $5 billion in sales, making it an attractive target. Pfizer, which lacks a weight-loss drug, views the acquisition as a strategic entry point into the obesity sector, especially as its COVID-19 revenues decline and key patents approach expiration.

    Novo Nordisk, the Danish pharmaceutical company behind Wegovy and Ozempic, has been aggressively pursuing Metsera in an effort to regain ground lost to Eli Lilly in the weight-loss drug market. Novo’s first formal offer in January 2025 valued Metsera at $2 billion, but the company’s board rejected it, citing valuation and regulatory concerns, according to Reuters. Pfizer later entered negotiations with an initial $30 per share non-binding proposal in June, followed by improved offers.

    Read more: Pfizer Slams Novo Nordisk’s $9 Billion Metsera Bid as Potential Antitrust Violation

    Despite a series of counteroffers, Metsera’s board rejected Novo’s proposals, including a complex September 20 offer involving non-voting shares and dividends that was deemed too risky. Even before Novo renewed its bid on October 25, Pfizer alleged that both Novo and Metsera had been preparing for the deal behind closed doors. The complaint claims that Novo representatives contacted U.S. government officials about regulatory issues, suggesting prior coordination.

    Pfizer also pointed to actions by Metsera’s lead law firm, which sought a conflict waiver just days before Novo’s renewed offer—after months of negotiations with Pfizer without raising conflict concerns. The company argues that these actions violated non-solicitation terms in the merger agreement.

    In the lawsuit, Pfizer underscores its status as a U.S.-based corporation and contrasts it with Novo Nordisk’s foreign ownership, warning that a Novo acquisition could face scrutiny from the Committee on Foreign Investment in the United States (CFIUS), per Reuters. That federal body reviews foreign takeovers for potential national security implications.

    Source: Reuters