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Attorneys at Gray Cary Ware & Freidenrich helped forge a reunion at Sun Microsystems Inc. The firm represented Kealia Inc. in its stock-for-stock acquisition by Sun, which Gray Cary said was valued at more than $90 million. A privately held company, Kealia was co-founded by Andy Bechtolsheim, who also co-founded Sun in 1982 with Scott McNealy, Sun’s chairman and chief executive officer. Bechtolsheim also served as Sun’s principal hardware designer for 10 years. “It certainly was a smoother negotiation and much less adversarial than you usually see because of Bechtolsheim’s preexisting relationship with Sun,” said Sun attorney Michael Dorf, a partner in Wilson Sonsini Goodrich & Rosati’s San Francisco office. Dorf said the rapid completion of the deal was unusual. It took two weeks from the time the term sheet was signed until the definitive agreement was inked in February. The deal closed April 12. Palo Alto-based Kealia, which is named after a beach in Hawaii, develops advanced server technology. Sun said in a release that the company would give Sun leading computing technology directly applicable to its systems business. In addition to Dorf, the Sun team included special counsel Craig Norris, corporate associates Teresa Goebel and Jennifer Kercher, and intellectual property partners Sara Harrington and Leo Cunningham. The Gray Cary team included East Palo Alto partners Bruce Schaeffer and Paul Blumenstein and associate Benjamin Griebe. – Brenda Sandburg LUCK O’ THE IRISH Siebel Systems Inc. reached into Ireland to acquire privately held Eontec Limited, putting Silicon Valley attorneys at Cooley Godward and Wilson Sonsini Goodrich & Rosati to work. The acquisition was the fourth that Cooley has handled for Siebel in the past six months, relying on the same deal team led by Palo Alto partner Keith Flaum. Because Irish corporate law does not have a merger structure concept, the attorneys had to choose between several alternative structures, including a court-approved scheme of arrangement. The deal was ultimately structured as a straight share purchase, which requires getting approval from 100 percent of the target company’s shareholders. “Given that it was a private company with limited shareholders,” says Flaum, it was easier to get everyone on board. Under the terms of the deal, Siebel will pay $70 million in cash to Eontec shareholders. An additional payment of up to $60 million, with a target of $30 million, may be paid based on achieving various contractual and revenue milestones. Siebel and Eontec each had local counsel in Ireland pitch in on the deal as well. And as is customary at Siebel, a team of in-house lawyers was also involved, including General Counsel Jeffrey Amann, Senior Corporate Counsel Kimberley Henningsen, Eve Saltman and David Zuckerman. The Wilson Sonsini team representing Eontec included corporate partners Jeffrey Saper, Steven Bernard and Steve Camahort, and corporate associates Steven Liu, Mark Liu and Lance McKinlay. Cooley’s Flaum was assisted by mergers and acquisitions associates Julie Wicklund and Daniel Espinoza, technology transactions partner Eric Reifschneider, and associates Kara Hagen, Nadya Bodansky, Katherine Loo, Melinda Laponis and David Herman. – Alexei Oreskovic SYBASE SCORES SOFTWARE TOOLS Wilson Sonsini Goodrich & Rosati guided Sybase Inc. through its purchase of XcelleNet Inc., an Atlanta data management applications maker. Database specialist Sybase will purchase XcelleNet from Menlo Park-based investment firm Francisco Partners Management for approximately $95.2 million in cash. Davis Polk & Wardwell advised Francisco Partners. The deal furthers Dublin-based Sybase’s push into the market for software tools used in mobile devices. Wilson Sonsini partner Michael Dorf said the acquisition reflects the improving deal climate in Silicon Valley. “The last deal we did with Sybase was the acquisition of AvantGo a year before for $38 million, but nobody was making money on that one,” Dorf said. “Here you’ve got a seller that probably did have other options, so you’re seeing some higher valuations and probably more balanced deal terms.” Through the acquisition, XcelleNet will become part of Sybase’s iAnywhere Solutions subsidiary, which builds software that companies use to allow employees to wirelessly access corporate networks. Sybase expects to gain 2,200 global customers through the deal. The deal, which was announced on April 2, is expected to close by the end of the second quarter of 2004. Dorf co-led the Wilson Sonsini team with corporate partner Michael Kennedy. Corporate associates Helen Quinn and Dana Kromm also contributed. Partner Stephanie Sharron and associate John Elovson pitched in on IP issues. The Davis Polk corporate team included partners William Kelly and David Ferguson in Menlo Park and John Amorosi in New York. Menlo Park-based corporate associates Sarah Solum, Nandan Kamath and Emmeline Graham also worked on the deal. Partners Jean McLoughlin and Kathleen Ferrell, counsel Douglas Cardwell and associates Cynthia Akard, Rachel Kleinberg rounded out the team. — Adrienne Sanders

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