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MOFO GETS CHOCOLATE AND TV FIX WITH SUMMER DEALS Chocolate and TV are usually the stuff of summer vacations, not corporate deals. But last month Morrison & Foerster attorneys got their fill of some decadent delights. The firm helped French consumer-electronics company Thomson snap up San Francisco’s PRN Corp., the largest in-store TV network in the U.S., for about $285 million in cash. And it represented Berkeley’s Scharffen Berger Chocolate Maker Inc. in its acquisition by Hershey Co. for an undisclosed sum. “They made for a busy summer,” said MoFo partner Robert Townsend, who oversaw both transactions. But working hard is not without its perks. Scharffen Berger sent the firm a couple of boxes of chocolates to chomp on. “We had to do due diligence,” Townsend joked. In the PRN deal Thomson beat out other bidders in an auction for the network. Based in Boulogne-Billancourt, France, Thomson has been buying companies that offer products and services to media and entertainment companies. MoFo has represented Thomson in several transactions, including its 2001 acquisition of Technicolor. Townsend said the PRN acquisition was extremely fast because Thomson wanted to wrap up the transaction before it announced its earnings in Paris at the end of June. “We did five weeks of work in five days,” Townsend said. Based in San Francisco, PRN broadcasts in more than 5,000 retail stores, including those of Wal-Mart, Albertsons, Costco and Circuit City. The network airs material from content providers like the Discovery Channel and the Food Channel, as well as product ads. A year ago, PRN filed a registration statement to go public. In its Securities and Exchange Commission filing, the company said it was offering 7 million shares of common stock and anticipated an offering price of $13 to $15 per share. Townsend said the company wasn’t happy with the price it got, so it opted to stay private. The MoFo team on the PRN deal included partners Walter Conroy, Paul Jahn, David Murphy and Stuart Offer and associates Michael Chien, Gabriel Lowenkron, William Woo and Tessa Schwartz. Stanley Pierson, a partner in Pillsbury Winthrop Shaw Pittman’s Palo Alto office, led the team representing PRN. Assisting him were associates Mary Helvey, Heidi Mayon, Jay Mandal and Christine Nakagawa and partners David Jakopin, Cindy Schlaefer, Roberta Hayashi and Brian Wainwright. Townsend, Conroy and MoFo associate Liza Mark represented Scharffen Berger. Matthew Hurd, a partner in Sullivan & Cromwell’s Palo Alto office, represented Hershey. &# 151 Brenda Sandburg FRIENDLY, FLEXIBLE TAKEOVER There was no marching into merger battle for the Davis Polk & Wardwell lawyers who advised Oracle Corp. in its most recent acquisition: India-based financial software company i-flex Solutions Ltd. “It’s � a completely friendly, utterly-madly-in-love-with-each-other takeover,” said Davis Polk partner William Kelly, who has advised Oracle through more bellicose campaigns, such as the bids for PeopleSoft and Retek. The deal to purchase i-flex, which makes banking software, will likely be valued around $900 million when it closes at the end of the year. “It may be the largest in-bound U.S. acquisition into India,” said Kelly, who works in the firm’s Menlo Park office. Under the terms, Oracle agreed to pay Citigroup Venture Capital International, the private-equity arm of Citigroup Inc., $593 million for a 41 percent stake in i-flex. And under Indian securities law, Oracle must also make an open offer for another 20 percent of the Mumbai company. That stake could cost Oracle more than $300 million. “It’s one of the imponderables of the Indian regulatory regime,” Kelly says. Davis Polk’s corporate team also included Nandan Kamath, an associate in the Menlo Park office, and associates Kirtee Kapoor, Miranda So and Stephan Erni of the New York office, as well as summer associate Jason Rogers. Also working on the deal for Oracle was Indian firm Amarchand & Mangaldas & Suresh A. Shroff & Co. Citigroup was represented by Dechert lawyers in Philadelphia and Indian firm AZB & Partners. � Marie-Anne Hogarth

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