Pfizer files lawsuit to block Novo Nordisk's bid for Metsera

Driving the news: Pfizer's lawsuit, filed in the Delaware Court of Chancery, alleges Metsera violated their merger agreement and is seeking to issue a temporary restraining order, blocking Metsera from ending the deal.

• Pfizer also said it has received all regulatory approvals to acquire Metsera and is ready to complete the transaction following a Nov. 13 stockholder meeting.
• Just minutes before announcing the lawsuit, Pfizer said the FTC granted early termination of the waiting period for the deal.

What they're saying: "Metsera's and its Directors' actions, as well as those of Novo Nordisk, are in clear violation of their respective contractual and legal obligations," Pfizer said in a statement.

• "We are confident in the merits of our case and look forward to presenting it to the court."

Catch up quick: The saga began in September when Pfizer announced a deal to buy Metsera for up to $7.3 billion.

• Novo Nordisk entered the chat on Thursday with its own higher — up to $9 billion — bid, a move largely seen as a way to help the Danish drug giant protect its status as the weight-loss drug leader.
• Pfizer called Novo's bid "reckless" and "unprecedented," adding that it was structured to "circumvent antitrust laws and carries substantial regulatory and executional risk."

Zoom in: Pfizer alleges Novo's offer cannot qualify as a "superior company proposal" under the terms of its merger agreement with Metsera because it is "not reasonably likely to be completed on the terms proposed in light of the significant regulatory risk of the proposal."

• Pfizer said Metsera's board had previously determined a prior Novo proposal with an identical structure "posed unacceptable regulatory risks."

The other side: Novo Nordisk characterized Pfizer's claims as "meritless" in a statement to Axios. "We will vigorously defend ourselves in any litigation," company spokesperson Ambre James-Brown said.

• Metsera in a separate statement said it "disagrees with the allegations in Pfizer's complaint and will address them in the Delaware Court of Chancery."

By the numbers: Novo's two-part and unusual offer would pay $6.5 billion, or $56.50 per share in cash upfront, to Metsera, rather than to shareholders.

• Metsera would then declare a $56.50 dividend to investors after the deal is signed, but before it undergoes regulatory scrutiny.
• While the deal is pending, Novo would own non-voting preferred stock equal to 50% of Metsera.
• If the deal were approved by regulators, Novo's offer would then grow by as much as $21.25 per share, or $2.5 billion, if certain milestones are met.

Editor's note: This article was updated with statements from Novo Nordisk and Metsera, and with additional information throughout.