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Pillsbury Winthrop represented French bank BNP Paribas and its U.S. BancWest unit in a $1.2 billion acquisition of North Dakota-based Community First Bankshares Inc. Through the merger, BancWest Corp. is significantly expanding its retail banking operations. With more than 500 branches, Bank of the West becomes the seventh-largest commercial bank in the western United States, according to BNP. BancWest has $38.4 billion in assets and 357 branches in Hawaii, California, Oregon, New Mexico, Nevada, Washington and Idaho.Community First Bankshares is the parent company of Community First National Bank, which operates 155 branches in 12 states in the Southwest, Rocky Mountains, Great Plains and east to Minnesota, Iowa and Wisconsin. Pillsbury team leader Rodney Peck called the mega-deal “logical” for both sides. “Bank of the West is already present in a number of western states that border [Community First's] territory. So product marketing [and other functions] can be readily extended into the new territory.” For Peck, however, the multi-state nature of the deal made negotiations “fairly complex.” “You have to be aware of all the legal framework in all of these states to understand how it will affect business. For example, this bank [Community First] operates 50 insurance offices. All are regulated by state insurance regulators. You have to look at what that means for your business,” he said. BancWest will pay $32.25 for each Community First share in the all-cash deal. The merger was announced on March 16 and is subject to Community First shareholder and regulatory approval. It is expected to close in the third quarter of 2004. In addition to Peck, Pillsbury’s team included partners Robert Webster, Patricia Young, Cindy Schlaefer and Keith Gercken. Also working on the transaction were New York-based counsel Glen Cuccinello, San Francisco-based counsel Rosemarie Oda and associates Stuart Casillas, Michael Ouimette and Janice Decker. Pillsbury worked with BancWest in-house counsel William Atwater III and William Zillman. Steven Johnson of Minneapolis-based Lindquist & Vennum represented Community First. Douglas Long of Minneapolis’ Faegre & Benson represented the company’s board of directors. – Adrienne Sanders NOVACEPT CHOOSES PRIVATE MONEY OVER PUBLIC Novacept Inc. skipped the debutante ball and went straight to the marriage altar. The Palo Alto-based medical device company was about to go public when Cytyc Corp. agreed to acquire it for approximately $325 million. “We filed an IPO in early January and then in parallel looked at acquisition opportunities,” said Wilson Sonsini Goodrich & Rosati partner Christopher Mitchell, who led the team representing Novacept. Cytyc, based in Boxborough, Mass., markets a cervical cancer screening system. Novacept sells a device to treat excessive menstrual bleeding. Launched in January 2002, the Novacept device had annual sales of $38 million in 2003. Cytyc said the acquisition of Novacept would double its 100-person physician sales force and position the company to be a worldwide leader in providing products for women’s health. Novacept’s research and development and operations organizations will continue to operate as separate entities in Palo Alto. Under the terms of the deal, Cytyc will acquire all outstanding shares and options of Novacept in exchange for approximately $325 million in cash, or $311 million net of Novacept’s cash balance. Morgan Stanley is acting as financial adviser to Cytyc and has committed up to $250 million in senior bank financing. The Wilson Sonsini deal team also included partners Mario Rosati, James Shay and Ivan Humphreys and associates Mark Casper, Gregory Grove, Maya Skubatch, Lia Alioto, Seth Weissman and Scott Sher. Johan “Hans” Brigham and Julie Scallen, partners in Bingham McCutchen’s Boston office, represented Cytyc, along with East Palo Alto partner David Burse and San Francisco associate Francis Sarena. — Brenda Sandburg SO NICE THEY DID IT TWICE Going public can be a repeat experience. A bicoastal team of Gray Cary Ware & Freidenrich attorneys helped Transaction Network Services Inc. take its second leap into the public markets last week, raising approximately $80 million. The Reston, Va., company initially went public in 1994, but was sold to PSINet five years later. A team of TNS’s senior managers bought the company from PSINet in 2001. On March 16, TNS had its second initial public offering, selling 4,420,000 shares of common stock at $18 per share and earning a listing on the New York Stock Exchange. Gray Cary represented a team of underwriters that included co-leads JP Morgan Securities and Lehman Brothers, as well as Credit Suisse First Boston, William Blair & Co. and SunTrust Capital Markets Inc. JP Morgan’s lead underwriter, Cristina Morgan, took TNS public the first time, and is a longtime Gray Cary client. Margaret Kavalaris, a partner in Gray Cary’s Washington, D.C., office, was one of the lead attorneys on the deal. The transaction was principally staffed with attorneys from Gray Cary’s D.C. and East Palo Alto offices. The Silicon Valley office was tapped for its experience with technology public offerings, said Kavalaris. Along with Kavalaris, the D.C. team consisted of of counsel Tami Howie and associate John Purcell. The East Palo Alto team consisted of partners Sally Rau, David Hubb and John Fogg as well as corporate associates Christie Branson and Elizabeth O’Callahan. David Gross, a partner in the San Francisco office, and San Diego partner Scott Stanton, were also involved in the deal. Washington, D.C.’s Arent Fox Kintner Plotkin & Kahn represented TNS in the offering. — Alexei Oreskovic

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