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It was a Dustin Hoffman moment. QRS Corp. was poised to marry JDA Software Group Inc. when — like a scene from “The Graduate” — another suitor swept in and yanked QRS away from the altar. Make that five suitors. A full handful of would-be partners made a bid for QRS as it was about to tie the knot with JDA. Richmond-based QRS ultimately announced that it would merge with Atlanta-based Inovis International Inc. in a cash transaction valued at approximately $116 million. “To have an unsolicited bidder come along after a deal is signed is unusual,” said QRS attorney Scott Karchmer, a partner in Morgan, Lewis & Bockius’ San Francisco office. “But to have five come forward is extraordinary.” Karchmer said doing the due diligence and negotiating the terms with each bidder was like working on five deals at once. QRS had signed a deal with JDA in June under which QRS would get half a share of JDA stock for each of its shares. The day the agreement was announced, JDA’s stock price closed at $12.57. At that price, the deal was worth about $100 million to QRS, Karchmer said. But two weeks later, JDA reported that its earnings for the second quarter of 2004 would be lower than expected, and its stock price dropped. So when other suitors came along offering a cash deal, QRS listened. Inovis won the bidding war by offering to pay stockholders $7 in cash for each share of QRS common stock they own. Shareholders will vote on the proposed merger Nov. 12. QRS noted in a filing with the Securities and Exchange Commission that it paid JDA $3.75 million in cash to terminate its deal with the company. QRS makes software to synthesize product information for approximately 9,800 retail and manufacturing customers. It also has a system that provides real-time pricing, sales and inventory information. Inovis, based in Alpharetta, Ga., sells business-to-business software that facilitates the management of retail, supply and manufacturing partnerships. The Morgan, Lewis team included partners William Myers, Willard Tom and S. James DiBernardo and associates Matthew Bartus, Robert Rugani, Stephanie Helfrich, Harry Robins, Alexis Gilman and Heather Brookfield. QRS General Counsel Stacey Giamalis, Assistant GC Jamie Shulman and Senior Corporate Counsel Linda Lee also worked on the deal. Kirkland & Ellis San Francisco partner Stephen Oetgen represented Inovis, along with partner Jeffrey Golden and associate Kate Merrill. — Brenda Sandburg SHOPPING IN LONDON Americans have long been fond of British goods — Earl Grey tea, the Beatles, Jaguars. But in the world of technology, it’s been awhile since we Yanks have shown the Brits some love. “We have not seen a major acquisition by a listed U.S.-company of a venture-backed U.K. software company for some time,” said London partner Graham Defries of Weil, Gotshal & Manges. That is, until Weil, Gotshal client KVault Software Ltd. was scooped up by Veritas Software Corp. for $225 million. Mountain View’s Veritas, the data management software giant, acquired KVault, an e-mail archiving software company in London, in an all-cash deal that closed on Monday. Weil, Gotshal corporate partner Rod Howard, who is based in Redwood Shores, said it had been about two years since he personally worked on a U.S. acquisition of a U.K. venture-backed tech company. The KVault deal came together a few months ago, “when there was a definite sense of a stronger business climate, a stronger tech and software purchasing climate, in particular,” Howard said. Defries said the upswing was good news for many parties. “We represented KVault in its last funding round a year ago, and this transaction is a good result for the venture funds and other sellers we represented.” Defries led Weil, Gotshal’s team, which included London partner Ian Hamilton in addition to Howard. Silicon Valley associates included Ryan Gallagher and Judah Schiller. London associates Tim Leeson, Alex Hand and Janice Seah contributed along with of counsel John Baldry. British firm Slaughter and May advised Veritas in the transaction. — Adrienne Sanders

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