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Helping a client get acquired by a rival can be bittersweet, especially if you’ve worked with the company for 15 years. At least that was the feeling Fenwick & West lawyers had when guiding their client, Ocular Sciences Inc., through its acquisition by The Cooper Companies Inc. in a deal worth $1.2 billion. “It was exciting but also a little bit sad because we worked with Ocular for a long time � from formation to IPO,” said Fenwick corporate partner David Michaels. “There are always mixed emotions.” The acquisition will make CooperVision Inc., Cooper’s contact lens manufacturing unit, the third largest in the world, according to the company. The cash and stock transaction, announced July 28, is expected to close in 2005. Barry Kramer, Fenwick’s lead partner in the deal, said his connection to his client extended beyond their longtime professional relationship. “I use their products everyday,” he said. Ocular Sciences, headquartered in Concord, sells disposable, daily and extended-wear lenses to national outlets such as Lenscrafters and Wal-Mart. Pleasanton-based CooperVision’s strength is specialty lenses, sold primarily to optometrists. The deal will broaden CooperVision’s presence in Asia and boost its product line. “It’s a deal that made sense given the complements of the two companies,” Michaels said. Kramer said the similar backgrounds of the companies were a mixed blessing. Both parties knew the industry well, which was beneficial to deal making. However, the rivals had to be careful not to divulge too many company secrets too soon in the negotiations, Kramer said. Once the lens manufacturers decided in earnest to go ahead with the transaction, Michaels noted, “the heavy lawyering took place over the course of a week.” Latham & Watkins represented The Cooper Companies. In addition to Kramer and Michaels, Fenwick & West’s team included firm Chairman Gordon Davidson, partner Lynda Twomey and corporate associates Nicole Black, Brian Hicks, Matthew Rossiter and Kris Withrow. The Latham team was led by corporate partner Samuel Fishman, supported by partners John Newell and Erica Steinberger and associate Daniel McBride. � Adrienne Sanders SWEET SCOOP Dreyer’s Grand Ice Cream Holdings Inc. has gobbled up the Skinny Cow line of low-fat and low-carb ice cream products. Dreyer’s acquired Silhouette Brands Inc., maker of Skinny Cow ice cream sandwiches, sundae cups and fudge bars, last week. While the deal was valued at $71 million, Dreyer’s paid less than that because of a distribution deal the two companies inked four years ago. “We took their product national,” said Dreyer’s General Counsel Mark LeHocky. Under that agreement, “we had the option to purchase a percentage of the company at a fixed stock price.” While he declined to say how much Dreyer’s paid, LeHocky said it was “a significant discount to the current market value.” LeHocky said the transaction was a little more complicated since Silhouette is a quasi-public company. Since it is traded on the Pink Sheets, the company does not have to meet the extensive reporting requirements of the Securities and Exchange Commission. Oakland-based Dreyer’s sells ice cream under its brand name in the West and under the Edy’s name throughout the rest of the United States. The company also distributes Nestl� S.A.’s Haagen-Dazs. Silhouette was launched in 1993 when two guys began selling Skinny Cow ice cream from the back of their van to shops in New York City. The following year, a major grocery chain picked up their product and began distributing it across New York. The line, which developed a following with dieters, is now distributed to more than 150 supermarket chains and retail outlets throughout the country. Gray Cary Ware & Freidenrich represented Dreyer’s in the acquisition. Partner Eric Wang led the team, which included partner Joe Sorenson and associates Melissa Fruge, John Saia and Chiara Rosati. LeHocky and Dreyer’s Associate General Counsel Vicki Randall also worked on the deal. Ropes & Gray represented Silhouette. The transaction team included partners Howard Fuguet and Eric Elfman and associate Daniel Weintraub, based in the firm’s Boston headquarters. � Brenda Sandburg

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