March 20, 2012 6:35 PM

Wilmer Advises Robot Maker Kiva on $775 Million Sale to Amazon

Posted by Brian Baxter

A month after one of its top partners became a member of Amazon's board of directors, Wilmer Cutler Pickering Hale and Dorr is advising firm client Kiva Systems on its $775 million all-cash sale to the world's largest online retailer.

North Reading, Massachusetts–based Kiva produces small, orange robots that move inventory stored on warehouse racks and shelves for shipping to consumers. (Click here for a technology blogger's take on how Kiva's machinery works.) Amazon expects Kiva's technology to help it operate more efficiently as the company expands the number of warehouses and order-fulfillment centers it owns throughout the United States and Canada.

Wilmer corporate partners David Westenberg and Jason Kropp in Boston are leading a team from the firm advising Kiva on its sale to Amazon. Other Wilmer lawyers working on the deal include M&A chair Jay Bothwick, tax partner Kimberly Wethly, employee benefits partner R. Scott Kilgore, IP partner Michael Bevilacqua, antitrust cochair Thomas Mueller, and antitrust special counsel Jeffrey Ayer.

Alice Sansone serves as general counsel for Kiva, which counts Amazon as a client, along with other major retailers like Crate & Barrel, Gap, Gilt Groupe, Office Depot, Staples, and Toys 'R' Us.

Kiva's sale to Amazon comes a month after Jamie Gorelick—the chair of Wilmer's defense, national security, and government contracts practice and of its public policy and strategy practice—was elected to Amazon's board.

Gorelick, who served as a deputy attorney general in the U.S. Department of Justice during the Clinton administration, says that she was "recused of any consideration" in the sale of Wilmer's client to Amazon. She declined to comment on the circumstances leading to her election to Amazon's board and says she has no idea who the company turned to for outside counsel on the Kiva deal.

An Amazon spokeswoman also declined to comment on whether the company retained the services of outside counsel. L. Michelle Wilson, a former Perkins Coie partner who serves as general counsel for Amazon, did not respond to a request for comment on the matter.

Bloomberg reports that Amazon's purchase of Kiva is the second-largest deal in the Seattle-based company's history.

Amazon has turned to Gibson, Dunn & Crutcher and Debevoise & Plimpton for outside counsel on its recent acquisition efforts. Debevoise advised Amazon in its $500 million purchase of online baby care and diaper retailer Quidsi in 2010, while Gibson Dunn handled Amazon's $847 million purchase of online shoe and apparel retailer Zappos in 2009.

Media representatives for Debevoise and Gibson Dunn were checking into whether either firm had a role advising Amazon on the Kiva deal but had not provided a definitive response by the time of this story. Amazon's acquisition of Kiva is expected to close in the second quarter of this year.

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