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Cooley Godward lawyers had been readying Stentor Inc. to go public when an eager suitor came along looking to buy the medical imaging company. Philips Medical Systems, a division of Royal Philips Electronics, made a bid for Stentor’s hand in November, and eight months later inked a deal to acquire the business for about $280 million. “Philips offered a price that was attractive when compared to the valuation [Stentor] thought it could obtain in the public market and the inherent uncertainty of a public company’s stock price,” said Jodie Bourdet, a partner in Cooley’s San Francisco office. Cooley began representing the Brisbane company at the time of its initial public offering in November. Stentor’s technology enables doctors and other health care providers to distribute X-rays and other medical images throughout an institution’s computer network. Founded in 1998, the company had revenues of $25 million for the nine months ended Sept. 30, 2004. In its registration filing with the U.S. Securities and Exchange Commission, Stentor said it has agreements with more than 122 customers representing more than 223 hospitals or other medical facilities. Its largest customers are the University of Pittsburgh Medical Center, the University of Texas M.D. Anderson Cancer Center, Kaiser Northern California and Carolinas Medical Center. Based in the Netherlands, Philips is the largest electronics company in Europe. Its medical systems business, headquartered in Andover, Mass., last made a foray into the California market in 2001 when it acquired Agilent Technologies Inc.’s Healthcare Solutions Group and Adac Laboratories. Cooley partner Kenneth Guernsey, who was unavailable for comment, led Stentor’s deal team with Bourdet. The group also included partners Craig Jacoby, Michael Stern, William Galliani and Thomas Friel, associates Tara Pennington and Britt Anderson and special counsel Francis Fryscak. Matthew Hurd, a partner in Sullivan & Cromwell’s Palo Alto office, represented Philips. His team included partners Andrew Solomon, Max Schwartz and associates Vikram Varma, Edouard Markson and Henrik Patel. Philips Medical’s chief legal officer Clem Revetti and senior counsel Michael Manning also worked on the deal. � Brenda Sandburg A CHEMICAL BLEND Morrison & Foerster partner Zane Gresham just helped marry two clients with a lot of chemistry. Zane’s client, American Pacific Corporation, is a Las Vegas-based producer of specialty chemicals that are used in making products for space flights and defense systems. Its acquisition, Aerojet Fine Chemicals, a subsidiary of Sacramento-based GenCorp Inc., also produces chemicals, but they are used in treatments for diseases such as brain cancer, AIDS, epilepsy and the flu. The $119 million transaction, announced earlier this month, is expected to close in the fall. Both companies make chemicals that have “a particularly high purity” and have specialty uses, Gresham said. “From the companies’ perspective, it is a very good fit. � Indeed, the company reviewed a significant number of potential acquisitions before focusing so much on this one,” he said It’s the second acquisition in 18 months for American Pacific, which previously acquired the former Atlantic Research Corporation space-propulsion business. “[That's] a small company that makes thrusters, which are � used to keep satellites at the right altitude and pointed in the right direction,” Gresham says. The down-to-earth lawyer says he landed this space-age client for MoFo about seven years ago. The MoFo team also included of counsel Lori Woods and associate Julie Harkness Cooke. &# 151 Marie-Anne Hogarth

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