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EMC Corp.’s all-stock acquisition of Legato Systems Inc., valued at $1.3 billion, may signal an upsurge in the deal market, lawyers involved in the transaction said. “I think that the improvement in the stock market for technology companies certainly helped get the deal done,” said John Larson, a partner at Morgan, Lewis & Bockius’ San Francisco office who led the team representing Legato. “It foreshadows a better climate for M&A and for law firms that do this work.” Under the deal, Legato stockholders will receive nine-tenths of a share of EMC stock for each share of Legato stock. Based on EMC’s closing price of $11.74 on July 7, the transaction is valued at approximately $1.3 billion. Hopkinton, Mass.-based EMC, the largest data storage equipment maker, has historically focused on data storage hardware. In the last few years, EMC has acquired about 10 companies focused on the software side of the business, said EMC attorney David Walek, a partner at Boston’s Ropes & Gray, which has represented EMC since its initial public offering in 1986. The acquisition of Mountain View-based Legato, one of the leading vendors of backup software, is EMC’s biggest deal, Walek said. He added that the transaction also reflects the continued dynamism of Boston and San Francisco as the leading technology regions. “They are still the two sweet spots for us technology corporate lawyers to be,” he said. In addition to Larson, the Morgan, Lewis lawyers representing Legato on the deal included partners William Myers, Zaitun Poonja, Willard Tom, George Cumming, and Kenneth Kail, senior counsel Karen Peteros, of counsel Robert Livsey and Laura Rawson, and associates Angela Hilt, Matthew Bartus, Stephanie Helfrich, Tamara Tompkins, Matthew Miller and Heather Brookfield. Legato General Counsel Noah Mesel was also part of the team. Aside from Walek, EMC was represented by Ropes & Gray lawyers Craig Marcus, Eric Elfman, Karen Henson, Loretta Richard, Ronald Groves, Katherine Kettler and Laurie Churchill in Boston, and Christopher Kirby, Chad Perry and Jennifer Harding in San Francisco. Invitrogen/Molecular Gray Cary Ware & Freidenrich partner Jeffrey Baglio, has pulled all-nighters on deals before but none were like the marathon deal session on July 1 for client Invitrogen Corp. Both sides of the deal, Invitrogen and the company it’s buying, Molecular Probes Inc. of Eugene, Ore., were anxious to announce an acquisition before the Independence Day holiday. So lawyers and company executives went to work on July 1 and stayed put until they finished the deal about 4:30 a.m. the following day. “It was one where we all went to work Tuesday and figured we weren’t going home that night until we got the deal done,” Baglio said. The deal was Carlsbad-based Invitrogen’s agreement to buy Molecular for $325 million in cash. Baglio, who is in San Diego, lead the deal with merger and acquisitions partner Henry Lesser weighing in from East Palo Alto. Molecular Probes tapped Cooley Godward partner M. Wainwright Fishburn Jr. in San Diego and Palo Alto M&A partners Richard Climan and David Lipkin. Cooley partner Thomas Welk and associates Luke Bergstrom, Glenn Baity, Thomas Owen and Paul Schneider burned the midnight oil for Molecular. The Invitrogen team included in-house lawyers John Cottingham, general counsel, and Joseph Secondine Jr., associate GC, plus Gray Cary associates Christian Waage and Adam Schwenker.

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