Pfizer sues Metsera, Novo Nordisk to block rival bid

[New York during the COVID-19 emergency.]
Massimo Giachetti

* Pfizer (PFE [https://seekingalpha.com/symbol/PFE]) sued Metsera (MTSR [https://seekingalpha.com/symbol/MTSR]) and Novo Nordisk (NVO [https://seekingalpha.com/symbol/NVO]) in a Delaware court Oct. 31 after the Danish drugmaker recently submitted an offer for Metsera that topped Pfizer's bid.
* Accusations in the lawsuit include breach of contract, breach of fiduciary duty, and tortious interference in contract due to Metsera's breach of its obligations after it agreed to merge with Pfizer.
* Pfizer is arguing that the Novo offer is not superior to its own because it "is not reasonably likely to be completed on the terms proposed in light of the significant regulatory risk of the proposal."
* Novo's bid values [https://seekingalpha.com/news/4512588-pfizer-gets-hsr-early-termination-for-planned-metsera-deal] Metsera at up to $77.75 a share, for a total consideration of ~$9B. Pfizer's offer is $47.50 per share in cash, for a $4.9B upfront valuation [https://seekingalpha.com/news/4496839-pfizer-nears-73b-takeover-of-weight-loss-drugmaker-metsera-ft-reports], though shareholders could receive up to an additional $22.50 per share through contingent value rights.
* The suit was filed the same day that Pfizer was granted [https://seekingalpha.com/news/4512588-pfizer-gets-hsr-early-termination-for-planned-metsera-deal] HSR early termination by the Federal Trade Commission for its planned purchase of Metsera.

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