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The Robert Mondavi Corp.’s move to restructure its wine business has sparked a lot of drama — family squabbles, a $1.3 billion hostile takeover bid and a trio of class actions. “It’s a fascinating project,” said Mondavi attorney Francis Currie, a partner at Davis Polk & Wardwell in Menlo Park. Currie said when the Napa company decided in March to restructure the business, its shares were trading in the 30s and are now in the 50s. The deal has also changed dramatically. Currie’s team is handling plans to convert Mondavi’s two-class equity structure into one class and restructure its business into two lines — luxury wines that sell for more than $15 a bottle and cheaper, so-called “lifestyle” brands. Currently, family members own 6 million Class B shares, each with 10 votes, while the public owns 10.7 million Class A shares, each worth one vote. Under the recapitalization plan, announced in August, family members would receive 1.165 shares for each of their Class B shares and relinquish some control over the company. While their financial interest in the company would increase to 39.5 percent, their voting power would decline from about 84 percent to 39.5 percent. In September, Mondavi announced plans to sell off its luxury brand assets, including the Robert Mondavi Winery and vineyards. The company said it expected to garner $400 million to $500 million in after-tax proceeds from the sale. The decision stirred up both the Mondavi family and the wine industry. Michael Mondavi, one of the sons of founder Robert Mondavi, reportedly opposed the sale and resigned as vice chairman and as a member of the board at the request of the company. On Oct. 18, Mondavi announced that it had received an unsolicited takeover offer. The following day, Constellation Brands Inc. identified itself as the bidder and said its offer was worth $1.3 billion. The alcohol beverage giant — whose brands include Corona Extra, St. Pauli Girl and Ravenswood — offered to pay Mondavi’s Class A shareholders $53 per share in cash and its Class B shareholders $61.75 per share in cash. Constellation said the deal represents a premium of 37 percent over the closing price of Mondavi’s publicly traded Class A shares on Oct. 11. Fairport, N.Y.-based Constellation also attached to the release recent correspondence between the chairmen of the two companies. In one letter, the head of Constellation said he believed Mondavi stockholders “would be surprised that you were so dismissive of our proposal.” Mention of unhappy stockholders didn’t go unnoticed by the plaintiff bar. Two days after Constellation’s press release, San Diego-based Lerach Coughlin Stoia Geller Rudman & Robbins and the Law Offices of Brian Felgoise in Philadelphia filed separate class actions against Mondavi related to the Constellation bid. Milberg Weiss Bershad & Schulman has also filed suit. Currie said Mondavi is looking at all its options and will vote on Constellation’s bid at a shareholders meeting Nov. 30. “We want to make sure we’re getting the best value for shareholders,” he said. The Wall Street Journal reported Wednesday that at least 10 potential bidders, including Mondavi family members, are evaluating the luxury line as well as the business as a whole. The Davis Polk team includes associates David Parento, Jeffrey Evans, Kevin Smith and Mischa Travers. Partner Harry Ballan and associate Rachel Kleinberg are providing tax assistance, while partner Jean McLoughlin and associate Cynthia Akard are providing employment advice, and associate Stephen Pepper is handling antitrust issues. Partner Amelia T.R. Starr and associate Zachary McGee are advising on litigation matters. Wachtell, Lipton, Rosen & Katz and Nixon Peabody represent Constellation. — Brenda Sandburg COUNT ‘EM ON BOTH HANDS This October’s purchase of the San Francisco company Perfigo Inc. is tech giant Cisco Systems Inc.’s 10th acquisition this year. “That’s a deal a month,” says Douglas Cogen, co-chair of Fenwick & West’s mergers and acquisitions group. That doesn’t quite match the San Jose company’s deal-making pace during the height of the Internet boom, says Cogen. But it’s certainly on the rebound. “It’s less than the peaks and more than the valleys,” he said. Cisco will pay about $74 million cash for the privately held Perfigo, which creates products to protect network security. The deal is expected to close at the end of January 2005. Other Cisco acquisitions this year included the $200 million purchase of P-Cube Inc., the $28 million acquisition of Actona Technologies Inc., and the $89 million buy of Procket Networks Inc. Other Fenwick partners working on the Perfigo deal were Jeffrey Vetter, Scott Spector, David Hayes, Lisa Kenkel, Walter Raineri and Stephen Gillespie. Associates Andrew Luh, Michael Tang, Gerald Audant, Greg Sato, Christopher Joslyn, Diana Lock, Karen Kitterman, Adam Halpern, Blake Martell and Liza Morgan also contributed. Wilson Sonsini Goodrich & Rosati represented Perfigo’s interests in the deal. Its team included partners Steven Bochner, Michael Ringler, Sara Harrington and Ivan Humphreys. Associates Nate Gallon, Barbara Wiseman, Amanda Keith, David Della Rocca, Michael Montfort, Linda Barrett, Charles Reichmann and Lia Alioto also worked on the deal.

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