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Wilson Sonsini Goodrich & Rosati partner Martin Korman has had a long relationship with commercial search provider Overture Services Inc. Korman incorporated the company in 1997, represented Overture in four rounds of private funding and handled its initial public offering. So it was somewhat of a bittersweet experience when Korman represented Overture in its biggest payday and final deal as an independent company: its $1.6 billion acquisition by Yahoo Inc. “It’s the right move for the company strategically, and on a personal note, it is a recognition that life moves on,” said Korman. “It’s really the full life cycle of a company, and in some ways that’s exactly what our firm does.” Under the terms of the deal, announced July 16, each share of Overture will receive $4.75 in cash and 0.6108 shares of Yahoo common stock. Yahoo tapped the Palo Alto office of Skadden, Arps, Slate, Meagher & Flom to represent it in the acquisition. Kenton King, the partner who led the Skadden team, credited Yahoo and Overture’s previous business partnership with facilitating the transaction. Overture, which maintains an online directory of paid-for search listings, currently provides its service to Yahoo’s Web site. “Each party knew what the other was bringing to the table and had an understanding of each other’s business,” said King. “That was helpful to getting the deal completed.” For Skadden, the Overture acquisition was the latest in a series of transactions the firm has handled for Yahoo. Over the past two years, Skadden has represented Yahoo in its $436 million unsolicited offer to acquire HotJobs as well as a $750 million convertible debt offering. Skadden and Wilson each fielded a core team of about 10 attorneys to craft the deal over several weeks at the beginning of the summer. King was assisted by Skadden corporate partner Celeste Green, and associates James Hsu, Devang Shah and Charisse Lee. Intellectual property partner Ronald Laurie, and associates Frederick Kim and Karen Spindler also contributed, as did employee benefits counsel Lonny Block. Assisting Korman was a team of nine Wilson attorneys that included corporate associates Bradley Finkelstein, Teresa Goebel, Jeffrey Cannon, Brandon Ponichter, Shiping Xu and Brian Thomas, as well as intellectual property partner Selwyn Goldberg and associates Krys Corbett and Ellen Kelly Morton. AVI BIOPHARMA/EXEGENICS Cooley Godward’s Colorado and Palo Alto offices teamed up to assist AVI BioPharma Inc. in its $11 million acquisition of eXegenics Inc. The collaboration between the two offices was the first that Francis Wheeler, Cooley’s lead counsel on the deal, has worked on in his 2 1/2 years with the firm. “There was really great cooperation between the two offices, and I think it worked very smoothly,” said Wheeler, a partner in Cooley’s Colorado office. The deal, announced July 16, is a two-step stock-for-stock transaction. The two-part structure means that AVI BioPharma first makes an exchange offer for all eXegenics’ common stock and preferred stock, followed by an acquisition of all remaining shares. Such two-step deals “are more compliance intensive than say a cash tender offer or a single-step merger,” said Wheeler. Wheeler was assisted by fellow Colorado attorneys Marc Graboyes, Michael Stack and Evan Kastner, all associates. In Cooley’s Palo Alto office mergers & acquisitions partner Richard Climan pitched in, along with associates Luke Bergstrom and Michelle Bushore. EXegenics was represented by the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo. Partner Joel Papernik acted as lead counsel for eXegenics, with a three-associate team consisting of Jesse Lynn, Michelle DiBenedetto and Sylvia Sironi.

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