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Fenwick & West helped Symantec Corp. snap up anti-spam company Brightmail Inc. just after Brightmail had filed to go public. Founded in 1998, Brightmail had registered for an initial public offering in March. But Symantec, which already holds an 11 percent stake in the company, provided another option. Cupertino-based Symantec is plunking down approximately $370 million in cash for Brightmail. The deal is expected to close in early July. “The deal came together fairly quickly once the parties agreed on terms,” said Fenwick & West partner Daniel Winnike. “There was a little pressure with Brightmail’s IPO ongoing.” Based in San Francisco, Brightmail provides anti-spam software and services to more than 1,800 enterprises and Internet service providers. According to the company’s prospectus, its software protects 25 percent of all mailboxes globally. In fiscal 2004, the company had revenues of $26 million, 10 percent of which came from sales to Microsoft Corp. Brightmail said in the prospectus that Microsoft may develop its own security products and become a competitor. Symantec, maker of Internet security software, has been on a buying spree. Last year, the company acquired On Technology Corp. and PowerQuest Corp. with assistance from Fenwick. The Fenwick team included intellectual property partner Stephen Gillespie, tax of counsel Mona Clee and associates Andrew Luh, Eugene Chung, Tahir Naim, Ines Gonzalez, Christopher Joslyn, Greg Sato and Victor Ng. Symantec General Counsel Art Courville, legal director Hans Brasseler and counsel Michael Schallop and Eunice Paik also assisted in the transaction. Wilson Sonsini Goodrich & Rosati partners John Sheridan and Michael Ringler represented Brightmail. Their team included tax partner Ivan Humphreys, IP partner Sara Harrington, real estate and environmental partner Marc Gottschalk and associates Jonathan Block, Glen Caplan, Lia Alioto, Jason Borrevik, John Ludlum, Ellen Kelly and Jenna Jones. — Brenda Sandburg FRUIT’S IN DEEP FREEZE, SALE ISN’T For a lawyer, Deborah Marshall knows a lot about flash-freezing fruits. The Howard, Rice, Nemerovski, Canady, Falk & Rabkin transactional partner and several of her colleagues recently drove a minivan nearly three hours to the Central Valley town of Atwater for a tour of frozen fruit company J.R. Wood Inc. “I think understanding the process was important,” says the San Francisco-based Marshall, who represented the company in its $162.5 million acquisition by Dole Food Co. Inc. The family-owned business tapped Howard, Rice to represent it after holding a beauty contest with several firms. Unlike most M&A deals, this was a situation in which the company had put itself on the auction block with the goal of entertaining bids from various parties. The auction process meant that the Howard, Rice lawyers initially structured the transaction themselves and then analyzed and compared various offers. The lawyers even created a virtual data room where potential bidders could access information about J.R. Wood as part of the due-diligence process. Dole will acquire all outstanding shares of J.R. Wood for $162.5 million in cash. The deal is slated to close by the end of June, subject to the antitrust approval by the government. Dole, which is also privately owned, handled most of the transaction with its in-house attorneys but tapped the Washington, D.C., office of Paul, Hastings, Janofsky & Walker for certain anti-trust matters. The Howard, Rice team also included partners Ronald Star, Gary Kaplan and Kenneth Neale and associates Edward Deibert, Celia Van Gorder and Clayton Coon. — Alexei Oreskovic BANDWIDTH BOUNTY Pillsbury Winthrop steered AFC Inc. through its $1.9 billion acquisition by Tellabs Inc., a bandwidth management and optical transport outfit. The cash and stock deal, announced on May 20, is expected to close in the second half of the year. Stockholders of Petaluma-based Advanced Fibre Communications Inc., a broadband access provider for telecom businesses, will receive 1.55 shares of Tellabs’ stock and $7 in cash for each AFC share. The move reflects consolidation in the telecommunications equipment industry, said San Francisco partner Blair White, who led Pillsbury’s team. “There are a lot of companies out there chasing fewer and fewer dollars on equipment,” White said. “Spending on infrastructure has been slowing for several years.” Paradoxically, the decline in telecom spending means the coffers are filling up for deal lawyers. Transactions are moving faster. Chicago-based Sidley Austin Brown & Wood represented Tellabs, which received financial counsel from Credit Suisse First Boston. Bear, Stearns & Co. Inc. acted as financial adviser to AFC. White’s corporate team included partner David Lamarre and associates Patrick Devine, Stephen Williams, Byron Rodriguez and Kelley Harris, all based in San Francisco. — Adrienne Sanders

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