Conflict cover needed as A&O advises both sides on friendly merger
Lovells has been drafted in as conflicts back-up for Allen & Overy (A&O) on the British Biotech takeover of Vernalis. A&O is acting for both the target and the purchaser at the insistence of both clients, but Lovells has also been instructed in a 'shadowing' role, whereby the firm can step in if the interests of British Biotech and Vernalis diverge. Lovells has only been acting for British Biotech since the spring, when it won the client from Ashurst Morris Crisp. The switch followed a management reshuffle which saw the chief executive Elliot Goldstein ousted in favour of Peter Fellner, who has longstanding connections with A&O from his time at Celltech. A&O advised British Biotech on its merger with RiboTargets earlier this year and also acted for Vernalis on a fundraising. As part of the process, the firm had done a significant amount of due diligence on both companies and both wanted A&O to represent them. A&O partner David Wootton is leading for British Biotech, with Mark Dighero acting for his established client Vernalis. The British Biotech-Vernalis merger is a friendly one, with no other declared suitors for Vernalis. However, A&O drew up a protocol with the two clients before the merger negotiations, providing for Lovells to act jointly on the British Biotech mandate. Lovells will take over completely should the interests of the two companies diverge. British Biotech's financial adviser JPMorgan referred the work to Lovells via the firm's corporate partner Marco Compagnoni. Richard Lewis, also a Lovells corporate partner, was appointed to advise British Biotech. Lewis said: "This gives them [A&O] an ability to act in accordance with their clients' wishes, and they're able to do that in a constructive manner which takes account of concerns over conflicts." Wootton said: "The two firms have been working in parallel. We've been leading on the documents because we did the earlier deals… The aim was to anticipate all possible contingencies."