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Morrison & Foerster is helping Thomson SA satisfy its urge to converge. The French electronics company will acquire manufacturing assets from The DirecTV Group Inc. in a deal announced May 12. The deal “is fitting into the convergence of technology and entertainment companies in the nuts and bolts of running media and entertainment,” said Robert Townsend, lead partner on MoFo’s team. Thomson, whose North American headquarters are in Carmel, plucked a peck of film and video making divisions over the last three years with MoFo’s guidance. In February, Thomson bought the video unit of ParkerVision Inc., maker of Cameraman and PVTV. “Thomson moved from consumer electronics to a wholesale supplier to the media and entertainment industry,” Townsend said. Under the terms of the agreement, Thomson will pay $250 million in cash for one plant in Tijuana, Mexico, and a distribution center in San Diego. It also gains the right to make half of all DirecTV’s set-top boxes for the next five years. The deal includes additional incentives to DirecTV, which could increase the amount paid to as much as $400 million. The transaction is expected to close in the second quarter of 2004, pending regulatory approvals. The transaction was speedy — executed in just a week — in part because Thomson was already a supplier to DirecTV and was familiar with its business. “Both sides were very cooperative but that didn’t seem to decrease the workload,” Townsend said. “We did a month’s work in a week.” In addition to Townsend, MoFo’s corporate group included associates Walter Conroy, Thomas O’Toole and Sarah Schader. Washington, D.C.-based Hogan & Hartson, led by Richard K. A. Becker, represented El Segundo-based DirecTV. — Adrienne Sanders PICTURE PERFECT Bay Area lawyers from O’Melveny & Myers and Davis Polk & Wardwell pitched in on a convertible debt deal to help Pixelworks raise $125 million. The so-called Rule 144A deal, which closed Tuesday, sold $125 million of convertible long-term notes to a group of qualified institutional buyers. The deal also contained a $25 million over-allotment option. Although the notes are due in 2024, they can be redeemed by the company or converted into shares of Pixelworks common stock after seven years. The notes carry an interest rate of 1.75 percent. Karen Dreyfus, a partner in O’Melveny’s Menlo Park office who led the Pixelworks deal team, said this is the third such transaction she has handled in the past year. “Generally speaking, you see a lot of these deals now because interest rates are so low, so it’s an attractive way for companies to raise capital,” said Dreyfus. Davis Polk represented Citigroup, the initial purchaser in the deal. Based outside of Portland, Ore., Pixelworks develops integrated circuit chips used in display devices like flat-panel monitors and multimedia projectors. The company intends to use the proceeds of the offering for general corporate purposes, including potential future acquisitions. O’Melveny’s Dreyfus was assisted by tax partners Peter Ritter and Robert Rizzi and associates Eric Zabinski and Monifa Clayton. Portland’s Ater Wynne, Pixelworks’ regular outside counsel, was also involved in the deal. The Davis Polk team consisted of Menlo Park partner Alan Denenberg and associate David Parento. — Alexei Oreskovic TOO GOOD TO IGNORE Investors weren’t throwing money at Good Technology Inc. But it was close. Fenwick & West helped the Sunnyvale company raise $45 million in its fourth round of venture financing, bringing Good Technology’s total funding to about $145 million. A lawyer on the deal said the size of the financing was unusual since most rounds for later stage deals are in the $10 million to $25 million range. “We had a ton of support from existing investors and new investors,” said Fenwick associate Sayre Stevick. “The company has compelling technology and a compelling and seasoned management team.” Good Technology Inc.’s wireless messaging software — which competes with Research in Motion’s Blackberry — is used in PalmOne Inc.’s Treo smartphone, a combination cell phone, personal digital assistance and e-mail device, and with Microsoft Corp.’s Windows Mobile for Pocket PCs. Stevick said Good Technology would use the money it has raised to expand its sales operations and marketing efforts. Crosslink Capital Inc. led the financing. Other investors included Bank of America Venture Partners, Kleiner Perkins Caufield & Byers, Benchmark Capital and K1 Ventures, among others. Fenwick’s deal team included Chairman Gordon Davidson and associates Jonathan Stueve and Coleman Cannon. Curtis Mo, a partner at Weil, Gotshal & Manges’ Redwood Shores office, represented the investors. Associate Richard McCarthy and intellectual property counsel Yar Chaikovsky assisted on the deal. — Brenda Sandburg

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