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SiRF’s Up! GPS chip maker back after failed IPO

SiRF Technology Holdings Inc.’s recent IPO signifies a comeback for the semiconductor company, which sought to go public in 2000 but withdrew in the midst of a bad market.

“Not that many companies from that generation were able to hang in there,” said Pillsbury Winthrop partner Jorge del Calvo. “It’s really a tribute to their leadership and to the core quality of the idea.”

SiRF makes chips for GPS devices such as car navigation systems, cell phones and child locators. The IPO, which was priced on April 22 and closed Tuesday, raised $135 million.

Del Calvo, who represented the company since its incorporation in 1995, said San Jose-based SiRF is one of a handful of “victims of the crash” forced to pull their IPOs. Some are now defunct. SiRF is the first to re-file.

“When you represent them from the beginning, it’s a special feeling. You can appreciate the sacrifice that went into this from the entrepreneur,” del Calvo said.

Davina Kaile led Pillsbury’s team, which included del Calvo and partner Allison Tilley. Kaile said SiRF’s additional years as a private company helped it mature. It’s now more seasoned than most companies that went public during the boom, allowing it to show revenue and profitability.

SiRF is the third issuer-side IPO this Pillsbury group has closed in four months. They will file three more IPOs in the next two weeks, signaling a receptive deal environment and a push to launch road shows before August, a typically sleepy month, del Calvo said.

Fenwick & West represented underwriter Morgan Stanley.

Partner Jeffrey Vetter led Fenwick’s corporate team, which included associates Scott Leichtner, Kathleen Greeson, Connie Chung and Tahir Naim.

Adrienne Sanders

REUNITED AND IT FEELS SO GOOD

Michael Sullivan and Carl Sanchez each left Cooley Godward for separate firms in 2003. But the former colleagues were recently reunited, albeit on opposite ends of the table, for Digital River Inc.’s $120 million acquisition of Element 5 AG.

Sullivan, now a partner at Howard, Rice, Nemerovski, Canady, Falk & Rabkin, led the deal team for Minneapolis’ Digital River, a longtime client.

“I think it made it an easier transaction, because Carl and I knew each other so well,” Sullivan said.

Sanchez, who now chairs the mergers and acquisitions practice at Paul, Hastings, Janofsky & Walker from the firm’s San Diego office, represented Element 5.

The deal, which closed on April 19, was an all-cash transaction.

Element 5 is a private, venture-backed company in Cologne, Germany. Both Digital River and Element 5 develop platforms for selling software over the Internet.

The fact that the two companies are direct competitors complicated the due-diligence process, said Sullivan, since certain information could not be disclosed until the end of the transaction. And the international aspect of the deal added some layers of complexity and meant that foreign counsel had to be retained as well.

“It was one of the more interesting deals I’ve done this year,” said Sanchez.

Backing Sanchez up were associates Alexander Lee, Rachel Gagnebin, Dalen Copeland and Claudia Simon.

Howard Rice’s Sullivan was assisted by associates Edward Deibert, Tracey Luttrell and Clayton Coon.

– Alexei Oreskovic

WILSON HELPS SPRUCE UP NETWORK ASSOCIATES

Wilson Sonsini Goodrich & Rosati lent a hand to Network Associates Inc. in the software maker’s major makeover.

The Santa Clara-based company is selling its family of network performance and application management programs — the Sniffer product line — to two private equity firms for $275 million in cash. The acquirers, Silver Lake Partners and Texas Pacific Group, are naming the standalone entity Network General Corp.

Network Associates is also changing its name to McAfee Inc., after the company’s line of anti-virus software. The new McAfee will consist of anti-virus and intrusion prevention security businesses, the McAfee Labs research organization, and the consumer security business.

“It was a very robust process with a number of bidders,” said Wilson Sonsini partner Kurt Berney.

The auctioning was part of Network Associates’ effort to focus on its core business, Berney said.

The Wilson Sonsini team also included partners Jeffrey Saper, Selwyn Goldberg, and David Gerson and associates Craig Lang, Mark Liu, James Clessuras, Eileen Marshall, Blake Martell, Richard Woodworth and Charles Reichmann.

Simpson Thacher & Bartlett Palo Alto partners Richard Capelouto, Kirsten Jensen and Jeffrey Ostrow represented Silver Lake Partners and Texas Pacific Group.

Brenda Sandburg

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