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DEAL CREATES LARGEST PRIVATE CHIP COMPANY In-house lawyers at Agilent Technologies Inc. have been doing their share of work these days � assisting in a major restructuring of the company as it sheds 9,400 jobs and sells off its stake in a lighting company. So, naturally they called on outside help to shepherd a sale that is expected to create the largest privately held computer-chip company in the world. Simpson Thacher & Bartlett was brought on to assist Agilent in selling its semiconductor products group for $2.66 billion to private equity firms Kohlberg, Kravis, Roberts & Co. and Silver Lake Partners. The acquisition was announced Aug. 15. “A carve-out of a large division is always a difficult transaction,” said Richard Capelouto, a partner in Simpson Thacher’s Palo Alto office. “You have to think in terms of what’s being carved out and what’s left behind in terms of assets and IP.” Peter Kerman, a partner with Latham & Watkins who helped represent Kohlberg, Kravis and Silver Lake Partners, had similar dilemmas on acquiring Agilent’s assets scattered around the globe. “Their business is conducted on a worldwide basis,” Kerman said. “We had to coordinate with 15 to 20 foreign law firms” in addition to employing Latham’s own lawyers in Germany, London, Italy and other countries. The deal, which began in June 2004 when Agilent first hired Goldman Sachs & Co. to run an auction for its semiconductor businesses, is expected to close in late October. Simpson Thacher’s team on behalf of Agilent also included Palo Alto partner Kirsten Jensen, associates Frederic Fenton, Jessica Bentley and Ryan Lowther and counsel Richard Grimm, as well as New York partner Kerry Konrad and associate Mark Solomon. Baker & McKenzie provided international assistance. Latham’s team included Menlo Park partners Joseph Yaffe, Anthony Klein and Anthony Fenwick; Menlo Park associates Luke Bergstrom, Brian Lee, James Metz, Stephanie King, Kasson Stone, Carrie LeRoy, Amanda Weare and Christina Hall; San Francisco partner Karen Silverman; San Francisco counsel J. Wesley Skow; San Francisco associates Scott Willoughby, Louis Leonard III and Michael Mathai-Jackson; Orange County partner David Meckler; Orange County associates Kevin DeBorde and Natalie Hayashi; Los Angeles partner John Clair Jr.; and L.A. associates Adel Bebawy and Heather Field. Agilent’s legal team included Marie Oh Huber, Nan Heui Kim, Patrick Barrett, Douglas Kundrat, Nadine Melanson, Floyd Anderson, Roxanne Rapson and Hajime Tada.Marie-Anne Hogarth ACQUISITION SIDESTEPS DISMAL LOSSES After several months of negotiations, BEA Systems Inc. announced Monday that it is plunking down $200 million in cash to buy San Francisco’s Plumtree Software Inc. Leading the deal for BEA Systems was Morrison & Foerster, which helped overcome “a number of issues,” says Michael Phillips, a partner in the firm’s Palo Alto office. But the strategic benefits of the acquisition “helped [us] get through due diligence and other issues.” Part of the delay in securing the deal was a disappointing financial quarter by Plumtree, said Michael Ringler, a partner at Wilson Sonsini Goodrich & Rosati who led the team representing Plumtree. In a recent U.S. Securities and Exchange Commission filing, Plumtree stated it had incurred substantial net losses in each year since its inception, and as of June 30 had an accumulated deficit of approximately $52.5 million. Founded in 1996, Plumtree sells software that connects disparate applications into a Web-based portal. The company has more than 21 million users and more than 700 customers, including Airbus, Starbucks and the U.S. Navy. Based in San Jose, BEA Systems is a provider of application server software used by software developers to establish platforms on which applications run. Under the terms of the deal, BEA will pay Plumtree $5.50 per share in cash and assume outstanding Plumtree options for a total of $200 million. The team representing BEA included MoFo partners John Campbell, John Hou, Stuart Offer and Patrick McCabe, of counsel Holly Svetz and associates Amie Peters, Stephen Knute Gregg and Mariam Khalid Jalil. Plumtree’s counsel included Wilson Sonsini partners Steven Bochner, Adit Khorana, David Gerson and Charles Compton and associates Daniel Green, Jennifer Knapp, Eleanor Hicks, Mark Altman, Shannon Melville, Lia Alioto, David Thomas, Michelle Wallin, Thuy Le and Richard Woodworth. &# 151 Brenda Sandburg

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