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O’Melveny & Myers helped the Internet’s most famous butler stake out a bigger piece of online territory. The firm represented Emeryville’s Ask Jeeves Inc. in its acquisition of Interactive Search Holdings Inc., owner of Excite.com and other Web sites, for $343 million. Ask Jeeves, which lets users conduct searches by posing questions to its trademark butler, Jeeves, said the deal would double the company’s market share. The company’s main competitors are Google Inc. and Yahoo Inc. Under the terms of the deal, Ask Jeeves will issue 9.3 million shares of common stock and options and pay $150 million in cash, for an aggregate purchase price of $343 million based on Ask Jeeves’ closing price on March 3. Ask Jeeves also may pay up to an additional $17.5 million in cash based on various factors, including Interactive Search Holdings’ operating performance. “The structure of the deal is a little unique since it involves a combination of a reverse triangular merger and a forward triangular merger,” said Karen Dreyfus, a partner in O’Melveny’s Menlo Park office. Ask Jeeves set up a wholly owned corporate subsidiary, which will be merged into Interactive Search Holdings, Dreyfus said. Interactive will then immediately be merged into another wholly owned subsidiary of Ask Jeeves — an LLC — which will then own the assets of Interactive Search Holdings. The O’Melveny team also included partners Charles Niemeth, Robert Rizzi, Jeffrey Walbridge and David Beddow; counsel Stephen Sonne, Dipanwita Amar, Alice McTighe, Hooman Shahlavi and Robert Fisher; and associates Suzanne Miller, Steven Chasin and Scott Sanford. Wilmington, Del.-based Richards, Layton & Finger also assisted on the deal. Weil, Gotshal & Manges advised Interactive Search Holdings, a privately held company based in Irvington, N.Y., on the transaction. The deal team included New York partners Howard Chatzinoff and Helyn Goldstein and Redwood Shores partner Richard Millard. Counsel John Sipple and associates Kyle Krpata, Nadine Matta, Ryan Gallagher, Michael Hoernlein and Dale Nissenbaum also worked on the deal. – Brenda Sandburg COOLEY MARRIES OFF �WONDERFUL’ CLIENT Cooley Godward’s San Francisco office represented privately held Catena Networks Inc. in its acquisition by Ciena Corp. The all-stock transaction involves 75.9 million shares of Ciena common stock and carried a price tag of $421.2 million based on the closing price of Ciena’s stock at press time. Both companies’ boards of directors have voted in favor of the deal, which is still pending stockholder approval. The transaction was a farewell to a company that Cooley attorneys have represented since its formation in 1998. “It breaks my heart to say goodbye to a wonderful client, but if we have to say goodbye this is the perfect way to do it,” said Jodie Bourdet, a Cooley partner who was the lead attorney for the Catena team. Catena, based in Research Triangle Park, N.C., develops products that allow telephone companies to offer customers broadband service that combines voice and data capabilities. Ciena was represented by the Baltimore office of Hogan & Hartson. Since Catena maintains Canadian headquarters in Ontario and has offices in Ottawa, Cooley and Hogan each tapped Canadian firms to handle the various cross-border legal issues. Rounding out the Cooley attorney team were corporate associates Peter Werner and Amy Rodriguez, tax partner Susan Philpot, and antitrust associate Francis Fryscak. – Alexei Oreskovic DUTCH CONCERN NABS SEMICONDUCTOR MAKER Pillsbury Winthrop represented NuTool Inc. in its acquisition by ASM International, a Dutch semiconductor equipment maker. The deal is worth a minimum of $45 million, and as much as $62 million if NuTool meets a series of revenue and customer growth milestones over the next three years. “The timing was right with the semiconductor industry emerging from a long period of the doldrums,” said partner Albert Boro Jr., who led Pillsbury’s team. The stock transaction, announced March 2, is expected to close in May. NuTool designs and manufactures semiconductor industry equipment. The Milpitas-based company has patented technology that deposits copper on silicon wafers. Using copper wiring on chips is a fast-growing technology in the semiconductor market. “NuTool needed the financial resources, marketing channels and proven manufacturing capabilities of a large semiconductor company,” Boro noted. ASM International had been a major investor in NuTool, owning 15 percent of its capital stock before buying the remaining 85 percent in this deal. Both companies were familiar with each other and saw the acquisition as a logical fit, he said. NuTool will stay in Milpitas and continue as a subsidiary of ASM, which was represented by Quarles & Brady Streich Lang in Phoenix. “Our goal was to be as non-disruptive as possible so NuTool would be integrated as quickly as possible in ASM’s structure,” Boro said. In addition to Boro, the Pillsbury team consisted of partners Stanley Pierson, C. Brian Wainwright, Cindy Schlaefer, Alice Hayashi and Catherine Meyer; and associates James Masetti, Jerome Ku, Joshua Lipman and Delphine Guerre- Larrouilh. — Adrienne Sanders

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