Patent, staff, tax issues vetted before Amgen bought Tularik.DUE diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. is a necessary, if usually routine, part of any merger. But when it comes to biotech companies, sizing up an inventory of patents and products in mid-research can become the very heart of the deal. For last week's $1.3 billion acquisition of Tularik Inc., a far smaller biotech firm still without a product, Amgen Inc. hired 18 attorneys from Latham & Watkins LLP LLP - Lower Layer Protocol to advise it. And that was just Amgen's side of the deal. The team included specialists in tax law, intellectual property, employee benefits, real estate, Securities and Exchange Commission regulations--all supplemented by Amgen's own inside counsel. "It's very complicated stuff and when you are buying a company and spending $1.5 billion you want to be sure about the details," said lead counsel Charles Ruck ruck 1 n. 1. a. A multitude; a throng. b. The undistinguished crowd or ordinary run of persons or things. 2. People who are followers, not leaders. 3. Sports a. , who drew in attorneys from the firm's Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , Orange County, San Francisco San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden , Silicon Valley, San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. and Washington offices. Aside from intellectual property, a big concern was leasing and real properly issues. Also, since the Tularik unit will function as a company within a company, Amgen wants to ensure that researchers at Tularik remain. The deal's all-stock structure raised tax liability issues as well. Advising Tularik was the Bay Area law firm of Cooley Godward LLP and investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. Goldman Sachs. Absent were investment bank services provided to Thousand Oaks-based Amgen. Ruck said that given the deal's relatively small size for the biotech giant, Amgen executives apparently decided they didn't need a banker. "It's not that unusual for a large, more sophisticated company to do transactions without the benefit of an investment banker," he said. "It depends on the board's desire to have additional comfort." Latham isn't disclosing how much it earned on the deal. Ruck noted that Amgen is a regular client and was charged each attorney's regularly hourly rate--though he acknowledges he probably spent at least 200 hours on the deal himself, mostly in the last few months. |
|
||||||||||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion