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July 21, 2008 3:09 PM

Davis Polk Advises Roche on $43.7 Billion Bid for Genentech

Posted by Zach Lowe

Update: Information reported after this story was originally posted has been added in the third and fourth paragraphs.

In a bold play for full control of a leading biotech firm, Roche Holding has offered a whopping $43.7 billion for the 44 percent chunk of Genentech that it does not yet own.

Roche has turned to Davis Polk & Wardwell partners Christopher Mayer and Arthur Golden for advice on the megadeal. Mayer has repped Roche on several recent transactions.

Golden has represented Roche for two decades, he says. No other firm is serving as Roche's co-counsel on the bid, Golden says. Roche did not discuss the bid with Genentech or any lawyers on Genentech's side before making their offer public Monday. Golden says Genentech may hire Latham & Waktins, a firm its worked closely with lately, but that Davis Polk has not heard from any firms on Genentech's side yet. It's possible individual members of the independent board of directors Genentech is forming now could hire their own outside counsel, Golden says.

Genentech officials did not return calls regarding their legal counsel. Latham did not respond to request for comment.

If the bid is accepted, the transaction will be the drug industry's biggest since Pfizer bought Pharmacia in 2003, according to The Deal. Roche's proposal includes a $10 billion cash offering, and $30-35 billion in debt; "financing will not be a problem," Roche chairman Franz Humer told Bloomberg.

Roche has controlled a majority of Genentech since the early 1990s but has historically left Genentech's research teams alone; experts have said that independence has fostered creativity at Genentech, which has developed some of the world's most profitable cancer drugs.

Analysts are looking to Genentech's next move, believing the company may fight to retain its autonomy. It is also likely to push for a higher bid, according to several reports: Roche's bid offers Genentech shareholders $89 per share, a relatively skimpy premium of about 8.8 percent on Genentech's share price Friday.

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