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PeopleSoft Inc.’s $1.7 billion acquisition of J.D. Edwards & Co. had attorneys at Gibson, Dunn & Crutcher scrambling to staff the deal. “The fact there is a transaction is unique in this market,” and having a transaction this large is an even bigger anomaly, said Douglas Smith, a partner at Gibson Dunn’s San Francisco office who represented PeopleSoft, One day, he recalled, he and partner Peter Heilmann were “trying to find resources and thought maybe litigators would want to do due diligence.” Announced Monday, PeopleSoft’s acquisition of J.D. Edwards consisted of an exchange of 0.860 PeopleSoft common shares for each outstanding J.D. Edwards common share. The deal makes Pleasanton-based PeopleSoft the world’s second largest provider of enterprise application software behind Germany’s SAP. It also boosts PeopleSoft’s position among middle market and manufacturing companies, where Denver-based J.D. Edwards is a market leader. “You wouldn’t do a deal of this size in a difficult market unless you felt it was an opportunity to transform the company,” Smith said. Under the agreement, J.D. Edwards will become a wholly owned subsidiary of PeopleSoft and J.D. Edwards shareholders will own approximately 25 percent of the outstanding capital stock of the combined company. Smith, Heilmann and PeopleSoft General Counsel Anne Jordan led the deal for PeopleSoft. The team also included Gibson Dunn partners Joel Sanders, Paul Issler, David Kennedy and Kathrin Sears and associates Meg Fitzpatrick, Michael Collins, Kendall Thiessen, Kenneth Stratton, Leonor Dicdican, Melisa Perez and Heather Bell. PeopleSoft’s in-house lawyers working on the deal were Terrence Church, David Chavez, Scott Trainor, Michael Coletta and Carol Vanairsdale. A team of Wilson Sonsini Goodrich & Rosati lawyers led by partner Herbert Fockler represented J.D. Edwards. The team also included partners Steve Camahort, Jose Macias, Sara Harrington and John Aguirre and associates Jon Avina, Braden Berg, Richard Blake, Jason Borrevik, Jonathan Chan, Krystilyn Corbett, Amanda Keith and Jennifer Kercher. TIMETRA/ALCATEL Venture Law Group partner Steven Tonsfeldt got a taste of the good old days representing TiMetra Inc. in its acquisition by French telecommunications giant Alcatel for approximately $150 million. “It returns you to the days of 1999 and 2000 to get a price like this for a company that just had its first sales within the last two months,” Tonsfeldt said. Mountain View-based TiMetra makes routers installed at the edge of the Internet network. Alcatel said the acquisition, paid for with Alcatel stock, would expand its market. The VLG team working on the deal also included partners Joshua Green, Mark Winfeld-Hansen, Sharon Hendricks and Michael Morrissey and associates Mark Seneca, Kristen Kercher and Matthew Oshinsky. Alcatel was represented by Proskauer Rose partners Lauren Boglivi, Stanley Komaroff and Andrea Rattner and associates Mark Levine and Susan Joe.

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