Pfizer Aligns With Trump on Drug Pricing In Its Bid for Biotech Metsera

In its latest suit, Pfizer argues that Novo Nordisk is moving to sideline Metsera’s drugs and keep Pfizer out of the market. (JONAS ROOSENS/BELGA MAG/AFP via Getty Images)

Key Points

• Pfizer filed a federal lawsuit against Novo Nordisk, alleging anticompetitive practices in Novo’s $6 billion bid for Metsera.
• Pfizer’s lawsuit claims Novo Nordisk is attempting to eliminate Metsera’s drugs as a competitive threat in the weight-loss market.
• Novo Nordisk and Metsera both deny Pfizer’s allegations, stating the claims are absurd and that Pfizer is trying to lower Metsera’s acquisition price.

Pfizer is ramping up its fight to keep Danish drugmaker Novo Nordisk from spoiling its acquisition of an anti-obesity biotech, launching a legal campaign that paints Novo as an interfering European monopolist and itself as a domestic white knight protecting U.S. consumers.

The company filed a suit in federal court on Monday that calls Novo’s effort to buy U.S. biotech Metsera , “one of the most cynical and anticompetitive mergers ever contemplated.” It claims Novo is trying to “eliminate” Metsera’s drugs as a potential threat to the Novo weight-loss franchise by “paying for delay.”

The Monday lawsuit follows an earlier suit that Pfizer filed in state court on Friday.

The audience for Pfizer’s legal campaign appears to be twofold: The federal court judge, who has the power to save the deal for Pfizer, and the White House, where the high U.S. prices of the GLP-1 weight-loss drugs sold by Novo and Eli Lilly have been a matter of intense focus in recent weeks.

“Pfizer, one of the largest and best-resourced pharmaceutical companies in the United States, has sought for years to break into the GLP-1 space and compete with Novo Nordisk,” Pfizer’s lawyers wrote in the Monday lawsuit. “Pfizer’s entry would drive down the price of GLP-1 drugs through competition.”

Novo hit back in a statement Monday, saying that Pfizer’s claim that it was trying to stifle Metsera as a potential competitor, or to suppress innovation, was “absurd” and without merit. “Instead of competing on price, Pfizer has taken the highly unusual and seemingly desperate approach in filing its antitrust lawsuit,” Novo said.

Metsera called Pfizer’s arguments “nonsense” in a separate statement. “Pfizer is trying to litigate its way to buying Metsera for a lower price than Novo Nordisk,” Metsera said.

Novo’s American depositary receipt fell by 2.6% on Thursday after it announced its offer for Metsera, and it dropped another 1.2% on Friday. It was down 1.7% on Monday morning.

Novo said last week it would pay $6 billion in cash for Metsera, in an unusual deal structure that would see Metsera shareholders receiving their payouts before the acquisition had received regulatory approval, and that would hand effective control of Metsera to Novo while regulatory approval was pending.

Novo is in convulsions amid a dramatic selloff that started in the middle of last year, the company has recently shed its CEO and all of the independent directors on its board.

Pfizer’s deal to acquire Metsera for $4.9 billion in cash and more in potential milestone payments, which it announced in late September, was the company’s latest effort to get in on the weight-loss market, after its much-hyped efforts to develop its own weight-loss pill ended in an embarrassing faceplant.

Metsera, which is developing a number of different weight-loss shots, including one that could be given monthly rather than weekly, as drugs from Lilly and Novo are, represents for Pfizer one last chance to claim a piece of the weight-loss revenues flowing exclusively to its competitors.

Now, Pfizer is riding Trump-era political currents in its efforts to save the deal. It has come to its own agreement with the White House on drug pricing and pharmaceutical tariffs while Lilly and Novo have yet to announce their own deals. President Donald Trump appears to be looking for significant concessions from weight-loss drugmakers: In October, he said he intended to cut the U.S. prices of branded weight-loss medicines to “about $150,” a fraction of the current list prices of Novo’s Wegovy and Lilly’s Zepbound.

In its Monday lawsuit, filed in the U.S. District Court for the District of Delaware, Pfizer linked its effort to save the Metsera acquisition to Trump’s focus on weight-loss drug prices. It alleged that Novo had made the offer in order to keep Pfizer, and the drugs in Metsera’s pipeline, out of the U.S. weight-loss market.

“Effectively, Novo Nordisk is bribing Metsera, its board of directors, and its controlling stockholders to allow Novo Nordisk to control its fate and forestall Metsera’s game-changing products from coming to market for as long as possible,” Pfizer’s attorneys wrote in the lawsuit filed Monday. “Pfizer is committed to bringing those drugs to market quickly and to competing vigorously with Novo Nordisk, which would inevitably result in lower prices, greater output, and enhanced product innovation, for the benefit of all Americans.”

The Monday lawsuit asks the federal judge to block Metsera from merging with Novo and to bar Novo from communicating with Metsera. It also asks for damages.

Novo said in a statement Monday that its proposal is consistent with antitrust laws, and that the company has invested more than $24 billion in the U.S. over the past decade. “Pfizer is fundamentally wrong about the competitive dynamics of this marketplace,” Novo said. “This is an intensely competitive space, with at least a dozen other products being developed by major pharma companies.”

Novo said that it was not trying to keep Metsera’s drugs off the market. “The Metsera assets are highly complementary to Novo Nordisk’s products and pipeline, and we would bring our expertise in product development and manufacturing to accelerate the successful commercialization of these assets,” Novo said.

Pfizer’s Monday court filing followed the filing of a separate lawsuit it filed Friday in the Court of Chancery of the State of Delaware, a state court; that suit also seeks to stop Novo from interfering with Pfizer’s acquisition of Metsera. That lawsuit asks the state court judge, among other things, to declare that Novo’s offer is not better than Pfizer’s, which would keep Metsera from considering it under the terms of its earlier deal with Pfizer.

In a statement Friday in response to the earlier state court suit, Metsera said it “disagrees with the allegations” in Pfizer’s legal complaint.

Write to Josh Nathan-Kazis at josh.nathan-kazis@barrons.com