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Getting MarketWatch.com Inc. and Pinnacor Inc. together in a $103 million cash and stock deal was no simple proposition. Under a so-called reverse double dummy structure, lawyers at Morrison & Foerster set up a new holding company and implemented two mergers simultaneously, explained MoFo partner Robert Townsend, who led the deal for MarketWatch.com. MarketWatch.com merged into one subsidiary of the holding company while Pinnacor merged into another subsidiary. MarketWatch shareholders got one share of holding company stock for each MarketWatch share they owned, and Pinnacor shareholders got either cash or stock in the holding company. “It was like doing an IPO and merger at the same time,” Townsend said. “It doesn’t happen that often.” Townsend said the complicated structure was put in place to address the fact that Pinnacor had a lot of cash that MarketWatch.com didn’t want to buy. Under the deal the excess cash was distributed to Pinnacor shareholders. The structure also assures the transaction is tax-free for Pinnacor shareholders that opt to take stock instead of cash, Townsend said. The merger is one of 10 M&A deals that MoFo has handled this year. Founded in 1997, San Francisco-based MarketWatch.com publishes business news and information through its Web sites, CBS MarketWatch and BigCharts. The company licenses market news and investment analysis tools to financial services firms and media companies. New York-based Pinnacor, formerly known as ScreamingMedia, also provides its clients business news and financial application tools to chart stock performance. The MoFo team representing Pinnacor included tax partner Stuart Offer, employee benefits partner Patrick McCabe, of counsel Walter Stella and Aki Bayz and associates Lior Zorea, Jaclyn Liu, Harrison Clay, Jeffrey Schrepfer, Robert Eber, Thomas Scholz and Timothy Verrall. Skadden, Arps, Slate, Meagher & Flom partner Thomas Kennedy, in the firm’s New York office, was the lead attorney representing Pinnacor. Partner J. Phillip Adams and associates Scott Ehrlich and Seth Cohen also worked on the deal. Genzyme SangStat In one of the largest biotechnology deals of the year Genzyme Corp. is acquiring Fremont-based SangStat Medical Corp. for approximately $600 million in cash. “It was certainly interesting to see a deal as a cash tender offer as opposed to the more common stock merger you see in the Valley,” said SangStat attorney Gregory Smith, a partner in Skadden, Arps’ Palo Alto office. The transaction was valued at $22.50 per outstanding share, which represents an approximately 45 percent premium over the closing price of SangStat’s shares on Aug. 1. The two companies expect the deal to be completed in early September. Under the deal, Genzyme acquires a leading transplant antibody product, Thymoglobulin, which is designed to prevent kidney transplant rejection. The company also gains several other products SangStat is developing in immune suppression and immunology. In addition to Smith, the Skadden team included antitrust partner Alec Chang and intellectual property partner Ronald Laurie and associates Michael Ilagan, Joshua LaGrange, Robert Zivnuska and Kristin Major, all based in the Palo Alto office. Boston’s Ropes & Gray represented Genzyme. Partner Paul Kinsella led the team, which included associates Steven Hoffman and Erica Chien and Genzyme Deputy General Counsel Tracey McCain.

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