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It was one of the most deliberative of unions. When Visx Inc. decided to merge with Advanced Medical Optics Inc., Visx’s board of directors hired separate counsel to conduct due diligence. “The [Visx] board wanted to be certain in this environment, after Sarbanes-Oxley, to assure they had exercised their duty of care,” said Michael Ringler, a partner in Wilson Sonsini Goodrich & Rosati’s San Francisco office who represented Visx. Morrison & Foerster advised the Visx board. Ringler said this was the first transaction he’d seen in which the board brought in separate counsel. Although it was unusual, he said “a lot of lawyers are talking about it as a future possible trend.” Advanced Medical Optics purchased Santa Clara-based Visx, which develops and sells laser vision correction technology, for $1.27 billion in stock and cash. Visx stockholders will receive 0.552 shares of AMO stock and $3.50 in cash for every share of Visx common stock they own, or a total value of $26.52 per share of Visx common stock, based on AMO’s Nov. 8 closing price. Following the merger, AMO stockholders will own approximately 58.5 percent of the combined company, and Visx stockholders will own about 41.5 percent. The transaction “was structured as a merger of equals, so contract negotiations were pretty equitable,” Ringler said. Santa Ana-based Advanced Medical Optics, spun out of Allergan Inc. two years ago, sells contact lens care and ophthalmic surgical products. Visx, which was founded in 1988, received approval from the Food and Drug Administration for its first product in 1996. The company’s laser systems have been used to perform more than 2 million laser vision correction procedures in the United States. In addition to Ringler, the Wilson Sonsini team included partners John Roos and Page Mailliard and associates Robert Tesler, Jason Sebring, Kerry Dunne and Michelle Kley. MoFo partners Gavin Grover, P. Rupert Russell and Michael O’Bryan represented Visx’s board of directors. Baker & McKenzie also assisted with due diligence for Visx, evaluating Advanced Medical Optics’ overseas operations. Skadden, Arps, Slate, Meagher & Flom Los Angeles partner Brian McCarthy led the team representing Advanced Medical Optics. — Brenda Sandburg ALL OVER THE NEWS One of the benefits of representing a media company in a major deal is the coverage it attracts. So Morrison & Foerster partner Robert Townsend discovered while negotiating the sale of online financial news provider MarketWatch Inc. With bidders reportedly including The New York Times Co. and Yahoo Inc., the deal has drawn no shortage of news stories. That suited Townsend and MarketWatch just fine. “It kept driving up the stock price,” he said. In the end, Dow Jones & Co. offered the winning bid: $519 million. Townsend said the deal’s big challenge was convincing potential buyers that they were competing on a level playing field — and then delivering on that promise. For example, at one point, one of MarketWatch’s largest investors — Viacom — filed public notice of its interest in acquiring the media company. To assure other bidders that such a bidder would not enjoy an insider’s advantage, the team adopted a shareholders rights plan, Townsend said. Under the plan, a stockholder that increased its interests significantly without board approval would trigger a poison pill. MarketWatch’s board voted this week to approve Dow Jones’ offer, and the deal is scheduled to close in three months. Also working on the deal from Morrison & Foerster were corporate partner Michael O’Bryan, tax partners Stuart Offer and Patrick McCabe, and corporate associates Walter Conroy, Lior Zorea, Jackie Liu and Gabriel Lowenkron. Fried, Frank, Harris, shriver & Jacobson represented the acquirer, Dow Jones. — Marie-Anne Hogarth

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