Metsera Issues Statement in Response to Litigation Ruling

Rhea-AI Summary

Metsera (NASDAQ: MTSR) issued a statement on Nov 5, 2025 after the Delaware Court of Chancery denied Pfizer's request for a temporary restraining order to block Metsera's board from acting on behalf of shareholders. Metsera characterized Pfizer's litigation as baseless and said its board will continue to act for shareholders and patients.

The release warns the proposed Pfizer acquisition remains subject to litigation risks, potential regulatory approvals, shareholder votes, transaction costs, and the possibility the deal may not close. Investors are directed to Metsera's proxy materials and SEC filings for further information.

Positive

• Delaware Court denied Pfizer's TRO request on Nov 5, 2025
• Metsera board affirmed authority to act in shareholders' interests

Negative

• Ongoing Pfizer litigation may cause defense expenses
• Proposed acquisition may not close due to conditions, litigation, or approvals

Insights

Corporate Litigation Analyst

Delaware court denied Pfizer's temporary restraining order, allowing Metsera's board to act pending further litigation.

The ruling preserves the Board ability to proceed with shareholder-focused actions after the Nov. 5, 2025 decision. This reduces an immediate procedural barrier to the proposed transaction process and limits short‑term disruption from a court-ordered freeze.

Material risk remains because Pfizer will continue litigating and the disclosure lists many closing conditions and uncertainties. Expenses, potential damages, regulatory approvals, and the need for a stockholder vote could still affect outcomes, so the legal victory is conditional not final.

Watch for the court's next rulings, filing of any expedited appeals, and the definitive proxy vote timetable over the coming weeks to months; those items will more directly determine transaction timing and deal certainty.

NEW YORK, Nov. 5, 2025 /PRNewswire/ -- Metsera, Inc. (NASDAQ: MTSR) ("Metsera" or the "Company") today issued the following statement in response to a ruling in the litigation filed against the Company by Pfizer:

"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.

Separately, Pfizer has reiterated it will continue to spuriously litigate. As we have previously noted, Pfizer's litigation arguments are nonsense. Metsera's Board of Directors will continue to stand firm on behalf of shareholders and patients."

Disclosure Notice

This release contains forward-looking information about, among other topics, Pfizer's proposed acquisition of Metsera, Pfizer's and Metsera's pipeline products, including their potential benefits, potential best-in-class status, differentiation, profile and dosing, potential clinical trials, and the anticipated timing of completion of the proposed acquisition, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties relating to Pfizer's proposed acquisition of Metsera include, among other things, risks relating to Pfizer's litigation against the Company, including expenses from defending the litigation, potential damages or other losses resulting from the litigation, the impact of the litigation on the Company, its business and the market price of the Company's common stock and the impact of the litigation on Novo Nordisk's unsolicited proposal, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by Metsera stockholders) in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close; the possibility that more competing offers may be made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships, including Metsera's ability to attract and retain highly qualified management and other clinical and scientific personnel; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Pfizer's or Metsera's common stock and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition or Metsera's business; other business effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange and interest rates; risks and uncertainties related to issued or future executive orders or other new, or changes in, laws, regulations or policy; changes in tax and other laws, regulations, rates and policies; the uncertainties inherent in business and financial planning, including, without limitation, risks related to Pfizer's business and prospects, adverse developments in Pfizer's markets, or adverse developments in the U.S. or global capital markets, credit markets, regulatory environment, tariffs and other trade policies or economies generally; future business combinations or disposals; uncertainties regarding the commercial success of Metsera's pipeline products or Pfizer's commercialized and/or pipeline products; risks associated with Metsera conducting clinical trials and preclinical studies outside of the United States; Metsera's reliance on third parties to conduct clinical trials and preclinical studies and for the manufacture and shipping of its product candidates; the risk that Metsera's product candidates are associated with side effects, adverse events or other properties or safety risks; risks associated with Metsera's license and collaboration agreements and future strategic alliances; Metsera's ability to obtain, maintain, defend and enforce patent or other intellectual property protection for current or future product candidates or technology; the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; risks associated with initial, preliminary or interim data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical studies; whether and when drug applications may be filed in any jurisdictions for Pfizer's or Metsera's pipeline products for any potential indications; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors, including making a determination as to whether the product's benefits outweigh its known risks and determination of the product's efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of such products; uncertainties regarding the impact of COVID-19; and competitive developments.

You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Pfizer and Metsera described in the "Risk Factors" and "Forward-Looking Information and Factors That May Affect Future Results" (in the case of Pfizer) and "Special Note regarding Forward Looking Statements" (in the case of Metsera) sections of their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the U.S. Securities and Exchange Commission (the "SEC"), all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Pfizer and Metsera assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Neither Pfizer nor Metsera gives any assurance that it will achieve its expectations.

Additional Information and Where to Find It

In connection with Pfizer's proposed acquisition of Metsera, Metsera has filed documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement has been mailed to Metsera's stockholders in connection with the proposed transaction. This communication is not a substitute for the proxy statement or any other document that may be filed by Metsera with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at Metsera's stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in Metsera's proxy statement. Investors and security holders may obtain free copies of these documents and other related documents filed with the SEC at the SEC's web site at www.sec.gov, or at www.metsera.com.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Metsera and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be "participants" in the solicitation of proxies from stockholders of Metsera in favor of the proposed transaction. Information about Metsera's directors and executive officers is set forth in Part III of Metsera's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025. Additional information concerning the interests of Metsera's participants in the solicitation, which may, in some cases, be different than those of Metsera's stockholders generally, is set forth in Metsera's proxy statement relating to the proposed transaction. These documents are available free of charge at the SEC's web site at www.sec.gov and at www.metsera.com.

View original content:https://www.prnewswire.com/news-releases/metsera-issues-statement-in-response-to-litigation-ruling-302606389.html

SOURCE Metsera, Inc.

FAQ

What did Metsera (MTSR) announce about the Delaware Court ruling on Nov 5, 2025?

Metsera said the Delaware Court of Chancery denied Pfizer's request for a temporary restraining order on Nov 5, 2025.

How does the Delaware ruling affect Pfizer's proposed acquisition of Metsera (MTSR)?

The ruling allows Metsera's board to continue acting for shareholders but the proposed acquisition remains subject to litigation, regulatory approvals, and shareholder vote.

Could Metsera (MTSR) face costs because of Pfizer's litigation?

Yes; the release cites potential expenses from defending the litigation and other losses that could affect the company.

Where can Metsera (MTSR) investors find more information about the proposed transaction?

Investors are directed to Metsera's proxy statement and SEC filings available at www.sec.gov and www.metsera.com.

Does Metsera say the Pfizer deal is guaranteed after the court decision?

No; Metsera cautions the proposed acquisition may still fail to close due to conditions, regulatory or litigation issues.