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The Delaware Chancery Court denied Pfizer Inc.’s (NYSE:PFE) request for a temporary restraining order to prevent Metsera, Inc. (NASDAQ:MTSR) from terminating the existing merger agreement in favor of a competing proposal from Novo Nordisk A/S (NYSE:NVO).
Pfizer responded: “We remain confident in the merits of our claims and our belief that Metsera has acted in breach of its contractual obligations…We are confident that Novo Nordisk’s unprecedented and illegal scheme to circumvent antitrust scrutiny will not stand. Novo Nordisk’s proposal is illusory and cannot constitute a superior proposal…"
Antitrust regulators in the U.S. and abroad “will not tolerate” Novo Nordisk’s attempt to “potentially gain the ability to quash an emerging competitor," Pfizer said on Wednesday.
The FTC’s letter to Metsera and Novo Nordisk undermines their assertions that their transaction structure is legal and faces little risk, citing precedent cases with similar structures that were deemed illegal under the HSR Act and could constitute illegal gun jumping.
The FTC warned Metsera and Novo Nordisk that proceeding with the transaction could result in the unwinding of the transaction, including a refund of any money paid to Metsera, liability to the companies and their directors, as well as daily civil penalties.
“Metsera is gratified by the Delaware Court of Chancery’s decision to deny Pfizer’s request for a temporary restraining order to block Metsera’s Board of Directors from acting in the best interests of shareholders," Metsera said on Wednesday.
The Wall Street Journal reported Wednesday that Pfizer is preparing to raise its bid for Metsera once again. The company is planning a new offer ahead of the deadline to counter Novo Nordisk's latest proposal.
Earlier this Novo Nordisk and Pfizer sweetened their bids for Metsera to $86.20 per share and $70 per share, respectively.
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