By Fineline Cube 
Delaware Court of Chancery Judge Morgan Zurn denied Pfizer’s (NYSE: PFE) request for a temporary injunction that would have halted Novo Nordisk’s (NYSE: NVO) hostile takeover of Metsera (NASDAQ: MTSR). The ruling, issued Wednesday, concluded that Pfizer’s objections “do not warrant a delay” of the transaction.
Background of the Bidding War
| Timeline | Party | Offer Value (USD) | Structure |
|---|---|---|---|
| Sept 2025 | Pfizer | $4.9 bn (up to $7.3 bn with earn‑outs) | Cash + contingent payments |
| Oct 2025 | Novo Nordisk | $6 bn (up to $9 bn) | Cash + non‑voting stock |
| Early Nov 2025 | Novo Nordisk (re‑bid) | $10 bn (vs. Pfizer’s revised $8.1 bn) | Up‑front cash, non‑voting stock for Metsera shareholders |
| Nov 4 2025 | FTC Letter | — | Warns Novo’s offer could breach the Hart‑Scott‑Rodino Act if pre‑merger filing is omitted |
Pfizer initially announced a definitive agreement to acquire Metsera for $4.9 bn, with potential earn‑outs that could lift the total to $7.3 bn. Novo Nordisk responded with a higher cash‑plus‑equity proposal, eventually raising its bid to $10 bn to outpace Pfizer’s revised $8.1 bn offer.
Antitrust & Regulatory Scrutiny
- FTC Involvement – In a letter dated Nov. 4, Daniel Guarnera, director of the FTC’s Bureau of Competition, warned that Novo’s bid could violate the Hart‑Scott‑Rodino Pre‑Merger Notification Act unless a formal pre‑merger filing is made.
- Deal Structure – Novo’s bid is engineered to deliver most of the purchase price up‑front in cash, while granting Metsera investors non‑voting stock. This structure is intended to mitigate a protracted antitrust review.
- Company Statements – Metsera dismissed Pfizer’s antitrust concerns as “nonsense.” Novo called the objections “absurd” and asserted that the transaction complies with U.S. antitrust law. Novo also said it is in ongoing dialogue with the FTC to resolve any outstanding issues.
The FTC has indicated it will not take a position on the deal until its review is complete.
Market Impact
- Pfizer – Shares slipped 1.3% in after‑hours trading following the court’s decision, reflecting investor uncertainty about the company’s ability to secure the target.
- Novo Nordisk – Stock rose 2.1% as the firm gained a clear path to close the acquisition, reinforcing its strategic push into the rare‑disease space where Metsera’s pipeline sits.
- Metsera – Shares rallied 3.5% on the news, benefitting from the higher‑priced bid and the clarified regulatory outlook.
Analysts note that the outcome reinforces the growing trend of cash‑plus‑non‑voting‑stock structures in contested M&A deals, especially where antitrust review timelines are expected to be lengthy.
Forward‑Looking Statements
This release contains forward‑looking statements regarding the Pfizer‑Novo Nordisk‑Metsera transaction and related regulatory matters. Actual results may differ due to risks and uncertainties described in the companies’ filings with the SEC.-Fineline Info & Tech