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Lawyers in WILSON SONSINI GOODRICH & ROSATI’s Palo Alto office represented Network Associates Inc. in its takeover of McAfee.com Corp., while the San Francisco and Palo Alto offices of SKADDEN, ARPS, SLATE, MEAGHER & FLOM represented McAfee.com Corp. The tender offer is valued at $221.5 million, or $18.46 per share of McAfee stock, and is scheduled to close at midnight Sept. 12. The transaction gives Network Associates, which already owns 75 percent of McAfee, full ownership and control of the company. Although it wasn’t a hostile deal in the traditional sense, it did share some traits with such transactions, said Kenton King, lead partner on the deal for Skadden. “Network Associates chose not to negotiate directly with the board of McAfee,” he said. “Since they didn’t, the special committee ended up taking actions and thinking about it and strategizing . . . in a way a company truly under attack might.” This deal comes after months of negotiation and rejected offers from Network Associates. The company has been busy with an internal accounting investigation that resulted in restating three years of accounting results. Last March, McAfee’s board rejected an offer from Network Associates that would have valued McAfee stock much lower. In April, another deal was abandoned after the accounting issues at Network Associates arose, according to a report in the Wall Street Journal. Jeffrey Saper, the lead corporate partner in the deal for WILSON SONSINI GOODRICH & ROSATI, worked with corporate partner Kurt Berney and associates Jack Helfand and Craig Lang. In addition to King, San Francisco-based Skadden corporate partner Celeste Greene and associates Shari Del Carlo and John Neu worked on the deal. Skadden’s Palo Alto-based attorneys included corporate associate Alex Rao, litigation attorney Garrett Waltzer and Lonny Block, who handled employee benefits. Lawyers in Skadden’s Wilmington, Del., office also worked on the deal. NETSCREEN/ONE SECURE Attorneys in the Palo Alto and San Francisco offices of FENWICK & WEST represented NetScreen Technologies Inc. in its acquisition of OneSecure Inc. Lawyers in the East Palo Alto office of BROBECK, PHLEGER & HARRISON represented OneSecure in the deal, which is worth about $40 million. “They must have looked at a dozen different companies and OneSecure was the best fit,” said Douglas Cogen, the lead partner on the deal for FENWICK & WEST. In the current market slump, the acquisition of a private company by a public company is a great result, said Curtis Mo, the lead partner on the deal for Brobeck. “However, the market volatility and constant stock price movement is always a complicating factor. It plays havoc on you, the up and down [price] shifts the leverage — it’s a moving target,” he said. In addition to Cogen, who works in Fenwick’s San Francisco office, Palo Alto-based intellectual property partner E.A. Lisa Kenkel and tax partner Ronald Schrotenboer assisted on the deal. Corporate associates Melissa Eisenberg, D. Sejin Kim, Ryan “Greg” Roussel, and Melanie Grace along with IP associates Kirk Gottlieb, Devin Gensch, Greg Sato and Ines Gonzalez and tax associate Andrew Kim worked on the deal. In addition to Mo, Brobeck partner William Chuang and associates Peter Buckland, Richard McCarthy, Joseph Wyatt and Christina Hall worked on the deal.

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