Delaware Court Denies Pfizer’s Bid to Block Novo Nordisk-Metsera Deal

The Delaware Court of Chancery denied Pfizer's request for a temporary restraining order that would have blocked Metsera from proceeding with a merger agreement with Novo Nordisk, allowing the deal to move forward for now1 2 3 4.

Pfizer had sought to prevent Metsera from terminating an existing merger agreement with Pfizer in favor of a competing proposal from Novo Nordisk, arguing breach of contract and fiduciary duty by Metsera's directors2 5.

The court’s decision addressed only the emergency restraining order, not the larger merits of Pfizer’s legal claims, which will continue to be litigated in state and federal court2 3.

The U.S. Federal Trade Commission (FTC) has raised concerns about the legality of the Novo Nordisk-Metsera deal structure, referencing past cases where similar deal structures violated antitrust laws and warning all parties of potential civil penalties and transaction unwinding2 4.

Pfizer has vowed to continue its legal and antitrust challenges, maintaining that Novo Nordisk’s proposal constitutes an illegal attempt to circumvent regulatory scrutiny and threatens competition, especially in the obesity medication market2 5.