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Just call Cisco Systems Inc. the Pitocin of the Valley. The Internet networking giant seemed to induce labor in more ways than one this month. As Cisco finalized details of its $200 million acquisition of P-Cube Inc., the CFO of the target company gave birth to her third child. “She went into the hospital on Saturday and was in a board call on Monday,” said Martin Korman, lead partner of Wilson Sonsini Goodrich & Rosati’s team representing P-Cube. Douglas Cogen, lead partner from Fenwick & West, which counseled Cisco in the deal, said the company’s finance chief, Sarit Weiss-Firon, was “very much the lead person from P-Cube’s management team dealing with legal and capital issues. Hours after the birth, she was on late-night calls.” The transaction, paid in cash and options, was announced on Aug. 23 and is expected to close within 60 days. P-Cube develops IP service control platforms, which help service providers improve performance and manage advanced IP services such as voice-over IP communications, video-on-demand and interactive gaming. P-Cube is Cisco’s seventh acquisition this year. And the P-Cube deal is the second time this summer that Fenwick’s Cogen and Wilson’s Korman have sat across the bargaining table from one another. In June, San Jose-based Cisco purchased Actona Technologies Inc., another Wilson Sonsini client. P-Cube, headquartered in Sunnyvale, has its R&D facilities in Israel. Three of Cisco’s recently acquired companies, including P-Cube, have had significant operations in Israel. “It shows the tech market and environment is still very active in Israel,” Cogen said. “There are still investment and acquisitions going on there.” Fenwick has counseled Cisco on all its acquisitions this year. Along with Cogen, its team on the P-Cube deal included partners Scott Spector, E.A. Lisa Kenkel, Lawrence Granatelli, Walter Raineri and Mark Ostrau; and associates Andrew Luh, Devin Gensch, Greg Sato, Catherine Manley, Blake Martell, Michael Tang, Liza Morgan, Diana Lock, Catherine Curtiss, Elizabeth Gartland and John Lister. Along with Korman, Wilson’s team included partners Suzanne Bell and Sara Harrington, as well as associates Stephen Welles, Robert Tesler, Carlos Ellerbe, Glen Caplan, Scott McCall and Ellen Kelly. — Adrienne Sanders GOING DUTCH If you think a Dutch auction is hard to figure out, try a Dutch acquisition. Netherlands law prohibits a non-Dutch company from paying cash for a Dutch company. So when Applied Materials Inc. sought to acquire Metron Technology N.V., it purchased Metron’s assets rather than its stock. Metron sold its subsidiaries and other assets to Santa Clara-based Applied Materials for $85 million, leaving behind an empty shell. Once the sale is complete, Metron will make cash distributions to its shareholders. “It was challenging to come up with a structure,” said Richard Millard, a partner at Weil, Gotshal & Manges’ Redwood Shores office who led the team representing Applied Materials. “The sale of assets is an unusual way” for one company to acquire another. Metron sells cleaning, fabrication and inspection equipment and other materials to semiconductor companies like Intel Corp. Although Metron is organized as a Dutch company, it is based in San Jose and listed on NASDAQ. Millard said the company is highly decentralized, with the majority of its assets outside the United States. Weil, Gotshal attorneys in the firm’s London, Paris, Frankfurt, Munich, Singapore and Shanghai offices helped with foreign due diligence, with assistance from local counsel in several countries. The deal “was kind of a feast for lawyers,” Millard said. The Weil, Gotshal team included Redwood Shores associates David Haber, Kyle Krpata, Richard McCarthy, Evelyn Hsu, Andrew Nelson and Judah Schiller. New York counsel Lawrence Baer and associates Dale Nissenbaum, Jennifer Gutterman and Washington, D.C., tax partner David Bower also assisted on the deal, along with Applied Materials in-house counsel Scott Harlan. The Weil, Gotshal team was also assisted by Alec Chang, an antitrust partner in Skadden, Arps, Slate, Meagher & Flom’s Palo Alto office; David Della Rocca, an employee benefits associate in Wilson Sonsini Goodrich & Rosati’s Reston office; and intellectual property partner Donald Verplancken and of counsel Frederick Kim of Palo Alto’s Moser Patterson & Sheridan. Suzanne Sawochka Hooper, a partner in Cooley Godward’s Palo Alto office, represented Metron. Her team included tax partner Mark Hrenya and associates Jennifer Fonner DiNucci, Julie Wicklund, David Stepp, Jean-Marc Corredor and John Ketchum. The Netherlands firm NautaDutilh assisted the Cooley group. – Brenda Sandburg

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