Weil and Fenwick & West advise Facebook on $19bn WhatsApp acquisition

Weil Gotshal & Manges and Fenwick & West advised Facebook on its $19bn (£11.4bn) acquisition of mobile messaging company WhatsApp.

The bolt-on of WhatsApp, which marks Facebook’s biggest acquisition to date, will give the tech giant access to the messaging company’s 450 million monthly users. It is thought to be the world’s biggest internet acquisition in more than a decade.

Facebook is paying $12bn in stock and $4bn in cash for the company, in addition to another $3bn in restricted stock units to be granted to WhatsApp’s founders and employees. It has also agreed to pay WhatsApp a $2bn (£1.2bn) break fee if the deal fails to overcome regulatory obstacles. 

It has been reported that WhatsApp previously turned down a $10bn offer from Google, in favour of the social network’s much larger bid. 

Weil is advising Facebook on the acquisition from its Silicon Valley base, led by corporate partners Keith Flaum and Jane Ross. Karen Ballack and Barry Fishley advised on technology and IP matters, while Paul Wessel and counsel Steven Margolis were involved in relation to employee benefits. Ellen Odoner advised on securities disclosures, and Randi Singer on IP and media litigation. 

Fenwick & West fielded a team of partners from its Mountain View office to advise WhatsApp on the transaction. Sayre Stevick, Andrew Luh and Shawn Lampron were instructed on corporate issues, with tax partner Ron Schrotenboer and IP partner Stephen Gillespie. 

In 2012, Fenwick and Simpson Tacher & Bartlett advised Facebook on its well-publicised IPO (2 February 2012). 

New York investment bank Allen & Company advised Facebook, while Morgan Stanley took a role for WhatsApp on the deal.