Pfizer issued a statement this week (November 5, 2025) in response to the Delaware Chancery Court’s decision denying Pfizer’s request for a temporary restraining order to prevent Metsera, a New York-based clinical-stage bio/pharmaceutical company focused on obesity and cardiometabolic diseases, from terminating its existing merger agreement with Pfizer in favor of a competing proposal from Novo Nordisk. Pfizer’s comments followed both Pfizer and Novo Nordisk raising their offers to acquire Metsera.

Metsera confirmed in a November 4, 2025, statement that it had received a revised proposal from Novo Nordisk that valued the company up to $86.20 per share, for a total of approximately $10.0 billion compared to a revised proposal by Pfizer that valued Metsera at up to $70.00  per share, for a total of approximately $8.1 billion. Both Pfizer and Novo Nordisk had also made earlier offers for Metsera.

Pfizer had first agreed to acquire Metsera in September (September 2025), in deal worth up to $7.3 billion ($4.9 billion upfront plus a contingent value right for potential additional milestone payments of up to approximately $2.4 billion). The Boards of Directors of both Metsera and Pfizer had unanimously approved the transaction, which was at the time of the acquisition announcement, was expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Metsera’s shareholders. Metsera later said that Pfizer had made a revised proposal on November 3, 2025, which increased the upfront consideration to $60.00 per share in cash (up from $47.50) and decreased the amount payable under the contingent value right to up to $10.00 per share in cash (down from $22.50).

Novo Nordisk first countered Pfizer’s initial bid for Metsera with an unsolicited proposal for Metsera late last month (October 30, 2025) for up to $77.75 per share, for a total of approximately $9 billion ($56.50 per share in cash, equal to an approximate aggregated equity value of $6.5 billion or approximate enterprise value of $6.0 billion and contingent value rights for up to $21.25 per share in cash or an approximate aggregated value of up to $2.5 billion based on the achievement of certain clinical and regulatory milestones. This week (November 4, 2025), Novo Nordisk raised its proposal for Metsera under which it would acquire all outstanding shares of Metsera’s common stock at a price of $62.20 per share in cash, as well as certain amounts in respect of Metsera employee equity and transaction expenses, and contingent value rights for up to $24.00 per share in cash based on the achievement of certain clinical and regulatory milestones. The cash consideration will be paid at signing in exchange for non-voting preferred stock representing 50% of Metsera’s share capital and the contingent value rights will be issued upon the closing of the acquisition in exchange for the remaining shares.

Under the first offers, Metsera confirmed in an October 30, 2025, press statement that it had received the proposal from Novo Nordisk and that the proposal constituted a “superior company proposal” under its merger agreement with Pfizer. Metsera reported that under the terms of its merger agreement with Pfizer, receiving a “superior company proposal” triggers a notification period under which Pfizer has the right to negotiate with Metsera adjustments to the terms and conditions of its merger agreement. Metsera later confirmed in its November 4, 2025, statement, that it also issued a trigger notice to Pfizer with respect to the revised offer from Novo Nordisk.

Pfizer is pursuing legal avenues against Metsera for seeking to terminate its merger agreement. On October 31, 2025, Pfizer reported that it had filed a lawsuit against Metsera, its Board of Directors, and Novo Nordisk, in the Delaware Court of Chancery, arising from its claim that Metsera had breached its obligations under the merger agreement between Pfizer and Metsera. Pfizer also filed a motion with the Delaware Court of Chancery requesting that it issue a temporary restraining order to block Metsera from terminating the merger agreement to allow Pfizer time to be heard on this matter.

In addition, Pfizer asserted that Novo Nordisk’s offer cannot qualify as a “superior company proposal” under the terms of the merger agreement, including because, relative to the Pfizer deal, “the Novo Nordisk transaction is not reasonably likely to be completed on the terms proposed in light of the significant regulatory risk of the proposal,” Pfizer said in an October 31, 2025, statement. Pfizer pointed to the US Federal Trade Commission granting early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to Pfizer’s pending acquisition of Metsera, as a positive indicator for its deal with Metsera. In addition, Pfizer later filed a second lawsuit against Metsera, its controlling stockholders, and Novo Nordisk in a federal district court in Delaware on the basis of antitrust issues asserting that a merger between Novo Nordisk and Metsera would create anticompetitive conditions in the GLP-1 market.

Pfizer reported on November 5, 2025, that the Delaware Court of Chancery denied Pfizer’s request for a temporary restraining order to prevent Metsera from terminating the existing merger agreement in favor of a competing proposal from Novo Nordisk.

“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,” said Pfizer in a November 5, 2025, statement. Today’s [November 5, 2025] decision [by the Delaware Chancery Court’s to deny Pfizer’s request for a temporary restraining order] 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,” Pfizer said.

Note: This story was updated with additional information.

Source: Metsera (November 4.2025 statement), Pfizer (November 5, 2025 statement), Pfizer (November 3, 2025 statement), Pfizer (October 31,2025 statement) and Novo Nordisk (November 4, 2025 statement)