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Microsoft Corp. has acquired Sunnyvale-based Vicinity Corp., a mapping software maker, in an all-cash transaction worth $96 million. Attorneys in the Palo Alto office of Fenwick & West represented Vicinity in the deal, which is still subject to shareholder and regulatory approval. Redmond, Wash., based Microsoft will pay a purchase price of $3.33 a share, a 49 percent premium. While a soft market has resulted in companies making fewer acquisitions, large companies are still buying companies for strategic reasons, said Mark Leahy, a partner at Fenwick. The fact that the deal was an all-cash transaction led to a quick and smooth finish for all of the lawyers who worked on it, Leahy said. “You don’t have to work through a lot of tricky issues on exchange ratios and callers and the like,” he said. “Two publicly traded stocks lining up results in a lot of complexity. In an all-cash deal you don’t have to worry about that — it removes layers of complexity.” Microsoft will merge Vicinity into its Microsoft MapPoint unit. Microsoft is trying to move into software for mobile devices. Vicinity’s software allows people to use their cell phones or PDAs to find the locations of restaurants, retail stores and other businesses without placing a call. In addition to Leahy, Fenwick’s chairman, Gordon Davidson, led the deal. Associates Melissa Eisenberg, Andrew Schultheis, Thomas “T.J.” Hall, and employee benefits partner Scott Spector also worked on the transaction. The Seattle, Wash., office of Preston Gates & Ellis represented Microsoft. The lead partner was Richard Dodd. Attorney Mickie Lee provided Vicinity’s in-house counsel. Keith Dolliver worked on the deal as Microsoft’s in-house counsel. INVITROGEN/INFORMAX Lawyers in the San Diego and Palo Alto offices of Gray Cary Ware & Freidenrich represented biotechnology company Invitrogen Corp. in a definitive agreement to acquire InforMax Inc., a maker of data access and presentation software used by life scientists. The deal, which will be conducted as a cash tender offer, is worth approximately $42 million, or $1.36 per InforMax share. It is expected to close by the end of the year. Jeffrey Baglio, the lead partner on the transaction for Gray Cary, said completing a transaction like this despite a tough economy is vital to the firm’s growth. “It’s important for us to have clients that are well positioned enough to complete these kinds of transactions,” he said. Invitrogen makes tools used by biotechnology researchers for gene analysis and other areas of the life sciences. InforMax’s software will be integrated into Invitrogen’s current research tools used for gene identification and cloning. Palo Alto-based chair of Gray Cary’s mergers and acquisitions group, Henry Lesser, also worked on the transaction. In addition to Baglio, corporate partner Jay Rains, tax partner Neil Balmert and intellectual property partner Elisabeth Eisner assisted on the deal from the firm’s San Diego office. San Diego-based associates Marty Lorenzo, Laura Sand, Matthew Leivo and Ralph Barry also worked on the deal. The Washington, D.C., office of Hogan & Hartson represented InforMax. Hogan partner Michael Silver and associate Erik Lichter were the primary attorneys working on the transaction. Attorney John Cottingham, in-house general counsel for Invitrogen, also worked on the deal.

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