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Automatic Data Processing Inc., the largest provider of payroll services and software for corporations, has acquired rival Pleasanton-based ProBusiness Services Inc. for $500 million in cash. Attorneys in the New York office of Paul, Weiss, Rifkind, Wharton & Garrison represented ADP while lawyers in Wilson Sonsini Goodrich & Rosati’s Palo Alto office represented ProBusiness. News of the deal Monday sent ProBusiness’ stock up 62 percent above its Friday close. Both companies completed the deal as a defensive reaction to mounting competition. Recently, IBM Corp. and Microsoft have moved into the payroll software and service business. Before the deal can proceed, however, it must clear antitrust regulations. The attorneys will have to file an HSR filing, a pre-merger notification, with the Department of Justice and the Federal Trade Commission. After it’s filed, the government agencies have 30 days to determine whether the deal is in compliance with antitrust laws. If they find it is not, it may take months before the deal is finalized. For attorneys at Wilson, the deal could bring their long working relationship with ProBusiness to an end. “We’ve worked with ProBusiness since their initial venture round in the mid ’80s, and have enjoyed the relationship,” said Elizabeth Flint, the lead partner on the deal for Wilson Sonsini. In addition to Flint, corporate partner Steve Camahort; associates Susan Stapleton, Yvonne Valiquette and David Hsu; and antitrust partner Charles Compton worked on the deal. Paul, Weiss corporate partner Richard Borisoff led the deal, and corporate associate Peter Cohen also worked on it. Antitrust partner Moses Silverman also worked on the deal. Attorneys Susan Thornton and Tim Harvey served as in-house general counsel for Pleasanton’s ProBusiness. YELL/NATIONAL DIRECTORY Yell Group Ltd., a British publisher of telephone directories, has increased its presence in the western United States with its acquisition of National Directory Co. The deal is worth $69 million. NDC is owned by affiliates of the New York private equity firm Three Cities Research Inc. Attorneys in the Palo Alto office of Weil, Gotshal & Manges represented Yell Group in the transaction. Lawyers in the New York office of Dorsey & Whitney represented NDC. The purchase is part of an acquisition strategy by Yell, which is increasing its presence in the United States. In early 2002, the company bulked up in the Midwest and on the East Coast with its $600 million purchase of McLeodUSA Media Group. “The NDC acquisition gives them a large presence in California, Arizona, Nevada and New Mexico,” said Craig Adas, the lead partner on the deal at Weil, Gotshal. “[Yell Group] is making strategic acquisitions in geographic areas in the U.S. in which they don’t have a presence.” Yell Group is already the largest independent yellow-pages provider in the U.S. and has a presence in 40 states and Washington, D.C. NDC publishes 48 directories in Southern California, Arizona and New Mexico. In addition to Adas, Palo Alto-based associates Chris Storey, Shaina Varia and Judah Schiller worked on the deal at Weil, Gotshal. Kevin Collins worked as lead partner on the deal for Dorsey & Whitney in New York.

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