Pfizer says ‘we remain confident in the merits of our claims’ against Metsera

Pfizer (PFE) issued the following statement in response to the Delaware Chancery Court’s decision denying Pfizer’s request for a temporary restraining order to prevent Metsera (MTSR) from terminating the existing merger agreement in favor of a competing proposal from Novo Nordisk (NVO). “We remain confident in the merits of our claims and our belief that Metsera has acted in breach of its contractual obligations and that Metsera’s directors have breached their obligations to act in the best interest of Metsera’s shareholders. Today’s decision does not address the merits of the underlying legal issues raised, and Pfizer intends to continue to pursue its claims vigorously through the ongoing litigation process as well as in its parallel antitrust litigation pending in Delaware federal court. We are confident that Novo Nordisk’s unprecedented and illegal scheme to circumvent antitrust scrutiny will not stand. Novo Nordisk’s proposal is illusory and cannot constitute a superior proposal under the terms of our merger agreement with Metsera,” Pfizer said. “We believe that antitrust regulators in the U.S. and elsewhere around the world will not tolerate Novo Nordisk’s flagrant attempt to make an end run around the antitrust laws and potentially gain the ability to quash an emerging competitor. The FTC’s letter yesterday to both Metsera and Novo Nordisk undermines their assertions that their transaction structure is legal and faces little risk, citing precedent cases with similar structures that were deemed illegal under the HSR Act and could constitute illegal gun jumping. Importantly, the FTC has warned Metsera and Novo Nordisk that proceeding with the transaction could result in the unwinding of the transaction, including a refund of any money paid to Metsera, liability to the companies and their directors, as well as daily civil penalties. In parallel, Pfizer will take action to preserve its rights under its previously-signed agreement, which we believe offers the best path forward for Metsera’s shareholders by offering certain near-term value as well as value for consumers and patients around the world by ensuring that Metsera’s promising programs are in the hands of a company with the resources, capabilities and incentives to compete vigorously in the market for obesity medications.”