Internet services and search giant Google didn’t have to look hard for a firm to handle its proposed acquisition of Israeli map software provider Waze. While terms of the deal, which Google announced Tuesday, were not disclosed, various news reports put the purchase price at roughly $1.1 billion.
Cleary Gottlieb Steen & Hamilton, which has handled several major M&A deals for Google over the past few years, is taking the lead advising the Mountain View, California–based company on its bid to buy Waze, a social mapping service founded in 2008 that is based in Palo Alto and Ra’anana, Israel, and taps into real-time data provided by users to help drivers avoid traffic tie-ups.
M&A partners Ethan Klingsberg and Glenn McGrory are leading a New York–based Cleary team advising Google on the matter. The other Cleary lawyers working on the deal are IP partner Leonard Jacoby, employee benefits partner Michael Albano, tax partners Sheldon Alster and Jason Factor, IP counsel Daniel Ilan, and associates Erica Bonnett, Daniel Forester, Corey Goodman, Jason Massello, Aaron Meyers, Victor Moura, Rebecca Reeb, and Kimberly Spoerri.
Cleary’s Klingsberg was named an Am Law Daily Dealmaker of the Week in 2011 for his role advising Google on its $12.5 billion acquisition of Motorola Mobility Holdings. Jacoby, who also worked on that deal, joined Cleary in 2006 from Wilson Sonsini Goodrich & Rosati, where he headed the Silicon Valley stalwart’s IP and technology transactions practice.
Wilson Sonsini is also a longtime legal adviser to Google, but didn’t have a role advising the company on the Waze deal, according to a firm spokeswoman. David Drummond, a former Wilson Sonsini partner, joined Google in 2002 and is currently the company’s chief legal officer. J. Kent Walker Jr. serves as general counsel for Google, whose in-house legal department was named the best in the business in 2011 by sibling publication Corporate Counsel.
Goldfarb Seligman & Co., the product of a 2011 merger between two leading local shops that is now one of Israel’s largest firms, is providing Israeli counsel to Google through executive committee member and international corporate head Ashok Chandrasekhar and corporate partner Ido Zemach. But Google’s proposed purchase of Waze could still go off-road if it hits regulatory bumps.
Forbes noted this week that Waze CEO Noam Bardin called Google his company’s only competition at last month’s All Things Digital conference in Rancho Palos Verdes, California. The statement makes sense given that Waze is one of only two companies in the world to develop a user-generated navigational mapping service, according to CNNMoney. The other? Google.
Buying Waze, which has partnerships with Apple and Facebook, will allow Google to eliminate one of the few major domestic competitors to its own mapping capabilities.
Google’s Drummond and Walker did not immediately respond to a request for comment on whether Google has retained additional antitrust counsel to supplement Cleary’s lead deal counsel role on the Waze transaction.
But Cleary has the requisite regulatory expertise to push through such a transaction. The Am Law Daily reported in December on Cleary’s role advising Google on its $2.35 billion sale of subsidiary Motorola Mobility’s set-top business to the Arris Group. The terms of that deal called for Google to retain a 15.7 percent stake in the unit, which the search giant acquired as part of its Motorola Mobility buy in 2011.
Cleary also helped secure antitrust approval of Google’s $750 million acquisition of mobile advertising business AdMob in 2010 and advised on Google’s ill-fated advertising agreement with Yahoo, which collapsed in late 2008 in the face of U.S. Department of Justice opposition.
Reuters reported in December that Google had replaced its former head of legal M&A and corporate development David Lawee with deputy general counsel Donald Harrison, who took the lead on the company’s acquisition of Motorola Mobility. (Lawee, who spoke openly about the switch, has in the past said that two-thirds of the roughly 120 deals Google clinched between 2003 and 2012 were successful.)
Steven Baglio, an emerging growth companies partner with Gunderson Dettmer Stough Villeneuve Franklin & Hachigian in New York, is leading a team from the firm advising Waze on its proposed sale to Google along with corporate partner Nitzan Hirsch-Falk from Israeli shop Gross, Kleinheindler, Hodak, Halevy, Greenberg & Co.
Venture capital firms BlueRun Ventures, Kleiner Perkins Caufield & Byers, Magma Venture Partners, and Vertex Venture Capital are the primary backers behind Waze. Andrew Thornborrow, a former Gunderson attorney who became general counsel of BlueRun in 2007, was promoted two years ago to operating partner of the Menlo Park, California–based venture capital firm.
Last month Waze was reported to be in talks to sell itself to social networking giant Facebook, which last year tapped Fenwick & West for counsel on its $1 billion purchase of photo-sharing site Instagram, according to our previous reports.