On the Merger Front, Law Firms Assist Biotech and Athletic Gear Companies

What's new in mergers nowadays? Piper Rudnick's John Howard Clowes stepped in to help Protein Design Labs during a merger with Biogen Idec, after PDL lost its GC and senior vice president of legal. And Reebok International has asked Latham & Watkins to be antitrust counsel for a merger with Adidas-Salomon. The PDL transaction is seen as one of the biggest in the past five years based on its value of $800 million in "biobucks" -- a combination of up-front stock, cash payments and potential long-term value.

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CLIENT GETS OUTSIDE COUNSEL, GC IN ONE When Protein Design Labs Inc. lost both its GC and senior vice president of legal earlier this year, the company sought help from outside counsel John Howard Clowes. The DLA Piper Rudnick Gray Cary partner stepped in to oversee the legal department. As it turned out, Fremont, Calif.-based PDL was headed into a deal with Biogen Idec Inc., based in Cambridge, Mass. The two companies announced earlier this month that they will jointly develop, manufacture and commercialize three Phase II antibody products — Daclizumab, M200 (volociximab) and HuZAF (fontolizumab) — for the treatment of multiple sclerosis, cancer and autoimmune diseases, respectively. The deal grants PDL an upfront payment of $40 million and a promise from Biogen Idec to buy $100 million of PDL stock, and could yield PDL up to $660 million — if multiple products are developed and certain development and commercialization milestones met. Overall, the transaction is classified by Windhover Information Inc., a biotech business intelligence provider, as one of the biggest in the past five years based on its value of $800 million “biobucks” — a combination of the up-front stock and cash payments and potential longer-term value. Clowes, who has represented PDL since he was a partner at Ware & Freidenrich 15 years ago, led the negotiations on the deal. Cooley Godward, which has been representing PDL on licensing deals for about two years and has a relationship with CFO Glen Sato dating back to his days at Exelixis, also played a role. “When I came in, I thought it would be a mistake to switch from PDL’s previous counsel,” Clowes said. “Cooley had done a great job and we were headed into a deal that was related to ones they had done with Roche.” Marya Postner, the partner who led the Cooley team, represented PDL last fall in a multimillion-dollar deal with F. Hoffmann-LaRoche Ltd. to co-develop Daclizumab as an asthma treatment. Also, Cooley forged a deal between PDL and LaRoche for Daclizumab as it is currently used, as an immunosuppressant in kidney transplants. Postner says an unusual feature of this most recent deal is that PDL and Biogen equally share costs of development activities and profits from each collaboration product in the U.S. and Europe. Latham & Watkins partner Faye Russell, who represented Biogen Idec, says the deal was also unusual because in-house lawyers and business development teams from Biogen from both coasts — in San Diego and Cambridge, Mass. — worked together on the project. The DLA deal team for Protein Design Labs included partner Douglas Rein and associates Bradley Gersich and Joshua Rosenfeld. The Cooley team included partner Robert Jones, and associates Kenneth Krisko, Alex Driggs and Traci Quigley. Latham & Watkins’ team on behalf of Biogen Idec also included partner Karen Silverman and associate Joshua Holian, both in San Francisco, and associate Divakar Gupta in San Diego. FANCY FOOTWORK About three weeks ago, Reebok International Ltd.’s GC contacted Latham & Watkins lawyers about serving as the company’s antitrust counsel in its upcoming merger with Adidas-Salomon AG. The firm was already representing Reebok in an antitrust action pending in Chicago, and had previously served as the company’s counsel in a consumer class action brought a decade ago over resale price maintenance. The Latham team in the $3.8 billion merger includes San Francisco partner Daniel Wall, who led Latham’s team providing antitrust advice to Oracle in the PeopleSoft takeover, as well as S.F. partner J. Thomas Rosch, who works closely with him, and associate Kyle Andeer, who recently joined the firm less than a month ago from the Department of Justice in S.F. (While at Justice, Andeer actually worked opposite Wall in the agency’s challenge to the Oracle-PeopleSoft deal.) Also working on the Reebok deal from Latham were partner Andreas Weitbrecht and of counsel John Colahan, both from the firm’s London office, and associate Hanno Kaiser from the New York office. Under the deal terms announced earlier this month, Adidas-Salomon would acquire all outstanding shares of Reebok for $59 per share in cash. The offer is 34.2 percent over the Aug. 2 closing price of Reebok’s stock. The transaction, expected to close before next summer, is subject to approval of regulators in the U.S. and Europe. Ropes & Gray Boston partner Keith Higgins, who has worked with Reebok for 20 years and worked on the company’s 1985 IPO as a junior associate, led the merger negotiations. Working with him on behalf of Reebok were Boston partners Jane Goldstein and Loretta Richard and associates Diane Fernandes, Ryan Driscoll, Amanda Holt, Melissa Haley and New York partner Daniel Kolb. Meanwhile, Adidas-Salomon was represented by Simpson Thacher & Bartlett, Beiten Burkhardt, Eversheds and Wilmer Cutler Pickering Hale and Dorr.

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