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InVision Technologies is one of several companies that canceled a debt offering in August after the market for convertible notes turned sour. Since InVision’s deal was structured as a 144A private placement, which doesn’t require registration with the Securities and Exchange Commission, its legal team was able to move quickly when the company sensed a resurgence in demand in September. “Once we got the call, it was all-hands-on-deck for the next few days to get it done,” says David Michaels, the partner in Fenwick & West’s San Francisco office who led the InVision team. The sale, which closed Sept. 19, netted InVision $125 million, including a $25 million over-allotment option. The 3 percent senior notes are convertible into InVision’s common stock at an initial rate of 31.25 shares per $1,000. Newark, Calif.-based InVision develops airport explosive detection systems. Merrill Lynch, the underwriter on the deal, was represented by attorneys at Wilson Sonsini Goodrich & Rosati’s Palo Alto office. Robert Claassen, the lead Wilson partner, said the transaction was noteworthy because it contained a so-called contingent conversion feature, which provides favorable accounting treatment for the issuer. Contingent conversion features are all the rage these days, said Claassen, who said he’s done about five such deals in the past six months. Claassen was assisted by Palo Alto associates Allan Mouw, Mark Malcoun and Stephen Welles. Fenwick’s Michaels was assisted by Chairman Gordon Davidson and Mountain View office associates David Bell, Cynthia Garabedian, Nicole Black and Gabriela Ruiz. InVision General Counsel Tram Phi and Assistant General Counsel Austin Choi were also actively involved in the deal. VARIAN MEDICAL SYSTEMS/ ZMED Varian Medical Systems Inc. turned to outside counsel at Orrick, Herrington & Sutcliffe to help hammer out its acquisition of Zmed Inc. for approximately $35.5 million in cash. Palo Alto-based Varian, which makes equipment and software for treating cancer with radiation therapy, said the deal would add 3-D ultrasound imaging capabilities to its radiotherapy products and increase its annualized revenues by $16 million to $18 million in the first year. “It’s a fairly straightforward deal from the mechanics standpoint,” said Varian senior corporate counsel John Kuo. “Two or three years ago there might have been more frenzy around a deal like this. Now there is more reasonableness brought into the market in the number of deals and the pricing of deals.” Zmed, a private company with about 30 employees, will continue to operate at its headquarters outside Boston. Orrick partner Kathy Woeber Gardner, who is based in the firm’s San Francisco office, led the team representing Varian. Kuo, as well as Orrick partner Barbara Lange and associate Shannon McGriff- Smith, also worked on the deal. Carl Barnes, a partner at the Waltham, Mass., firm Morse, Barnes- Brown & Pendleton, represented Zmed. His team also included partner Mary Beth Kerrigan.

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