Pfizer now has the required regulatory approvals for its $4.9 billion acquisition of weight problems drug developer Metsera, however whether or not and when that deal closes might hinge on the end result of two lawsuits the pharmaceutical big has filed in opposition to Novo Nordisk’s eleventh hour submission of a competing provide.
The Federal Commerce Fee on Friday granted early clearance for Pfizer’s proposed acquisition of Metsera, underscoring a key level within the firm’s lawsuit towards Metsera and Novo Nordisk alleging breach of contract. Pfizer stated its acquisition proposal provided the probability of a quicker deal shut as a result of the pharma big’s small presence in metabolic medicines was much less prone to spark antitrust issues.
Against this, Novo’s weekly-injectable GLP-1 drug Wegovy is at the moment the top-selling weight problems remedy and the Denmark-based drugmaker has a broad pipeline of extra weight problems medication in varied levels of improvement — many from different enterprise offers. Final week, Novo Nordisk made an unsolicited $6.5 billion bid for Metsera, whose lead program is a longer-acting GLP-1 agonist with the potential for once-monthly dosing. Metsera stated it could settle for what Novo’s provide, which it claims is a superior proposal.
Pfizer argues that Novo’s provide can not qualify as superior underneath the phrases of its merger cope with the biotech as a result of important antitrust danger. Metsera’s regulatory filings concerning Pfizer’s settlement famous that regulatory evaluation of a Novo acquisition might take as much as two years and the deal might not shut in any respect. Pfizer stated in its go well with that these dangers led Metsera’s board to show down a earlier Novo provide and people dangers stay unchanged.
The Pfizer go well with was filed Friday within the Delaware Courtroom of Chancery. Moreover breach of contract, Pfizer alleges Metsera’s acceptance of Novo’s provide constitutes breach of fiduciary obligation and tortious interference in a contract. Pfizer claims Novo’s provide represents a dominant weight problems drug firm’s try and suppress competitors. The pharma big additionally contends Novo’s deal is structured to intentionally evade antitrust evaluation.
Per deal phrases, Novo would pay $56.50 for every Metsera share, amounting to $6.5 billion. This cost wouldn’t require regulatory approval of the deal and would come earlier than any FTC motion. In change for the cost, Metsera would concern Novo non-voting inventory representing 50% of the corporate’s shares, in accordance with deal phrases. Ten days later, Metsera would concern its shareholders a $56.50 per share dividend. Pfizer stated this particular dividend violates Delaware legislation, including that Metsera’s administrators have breached their fiduciary duties by “securing a self-interested indemnification provision from Novo Nordisk designed to cowl their illegal conduct.”
Pfizer expands on its anti-trust allegations in a second lawsuit filed Monday in U.S. District Courtroom for the District of Delaware. This go well with argues that Novo’s Metsera bid violates Part 7 of the Clayton Antitrust Act, which bars M&A exercise in situations the place the impact lessens competitors or creates a monopoly. Pfizer stated a Novo acquisition of Metsera would have anticompetitive results within the GLP-1 drug market.
The pharma big additionally argues that Novo’s cope with Metsera quantities to a conspiracy that results in a restraint of commerce in violation of Part 1 of the Sherman Act. Pfizer additional alleges the deal is an tried monopolization and conspiracy in violation of Part 2 of the act. The go well with claims Metsera’s controlling stockholders — Validae Well being, Inhabitants Well being Companions, and funds of Arch Enterprise Companions— are a part of this anticompetitive conspiracy.
In its announcement of the federal lawsuit, Pfizer stated it “is taking this motion to protect and improve competitors on this vital therapeutic space and to cease Novo Nordisk from illegally paying off Metsera and its controlling stockholders to realize management of, and impair and probably kill, an rising U.S. competitor. Metsera’s and its controlling stockholders’ actions, in addition to these of Novo Nordisk, are in clear violation of the antitrust legal guidelines.”
Metsera issued a transient assertion late Friday saying it disagreed with Pfizer’s allegations within the first go well with and would deal with them in courtroom. The corporate elaborated barely in a Monday assertion issued in response to the federal go well with.
“Pfizer is attempting to litigate its option to shopping for Metsera for a cheaper price than Novo Nordisk,” Metsera stated. “Metsera’s Board of Administrators will proceed to face agency on behalf of shareholders and sufferers. Pfizer’s litigation arguments are nonsense, and Metsera will deal with them in courtroom.”
In the meantime, merger deadlines are looming. Pfizer’s merger settlement with Metsera states that notification of a superior provide provides the pharma big 4 enterprise days to revise its provide. That deadline is the shut of enterprise Tuesday. Metsera’s announcement of Novo’s bid famous that the Pfizer settlement stays in full impact, and the biotech’s board of administrators reaffirms its advice that shareholders approve adoption of this settlement. Metsera had scheduled a Nov. 13 particular assembly for shareholders to vote on the Pfizer proposal.
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