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Imagine landing Willy Wonka as a client. While Orrick, Herrington & Sutcliffe attorneys didn’t see any Oompa Loompas or glide down a chocolate river, they had fun representing San Francisco’s own famous chocolatier, Joseph Schmidt Confections Inc., in its sale to the Hershey Co. And they got plenty of free candy. Joseph Schmidt officials brought boxes of chocolate to every meeting at Orrick. “I gained five pounds working on this deal,” said Orrick partner Lawrence Kane. Kane already knew the company’s treats quite well. When he moved to San Francisco 18 years ago, he lived across the street from Joseph Schmidt’s store at 16th and Sanchez streets. He still stops by during the holidays to buy presents for friends and relatives back East. “I had always been a fan of Joseph Schmidt,” Kane said. “He’s a complete artist.” Schmidt opened shop in San Francisco in 1983. In addition to truffles and candy bars, he also makes chocolate sculptures. In 1992 he designed a chocolate exhibit at One Market Plaza with 10,000 pounds of chocolate. He was also commissioned to make a chocolate replica of the Eiffel Tower for a French ambassador, a 25-pound cable car for the queen of England and a white dove for Nelson Mandela. Joseph Schmidt Confections is the second premium chocolatier Hershey has acquired in the past two months. It previously purchased Berkeley’s Scharffen Berger Chocolate Maker Inc. Hershey did not reveal how much it paid for each company individually, but said it paid between $46.6 million and $61.1 million for both companies. Together, Joseph Schmidt and Scharffen Berger have combined annual sales of approximately $25 million. Kane said the two transactions were dealt with separately. The Joseph Schmidt deal was fairly complicated, he said, since it involved labor and manufacturing issues � Joseph Schmidt has a San Francisco manufacturing facility at 16th and Folsom streets � as well as a public finance element. More than a decade ago bonds were used to finance the construction of the manufacturing facility and their change of ownership had to be dealt with in the transaction. Kane’s team at Orrick included partners Greg Riddle and James Telfer and associates Kelly Bartling, Oswald Cousins and Mardah Chami. Matthew Hurd, a partner in Sullivan & Cromwell’s Palo Alto office, represented Hershey. He was assisted by partners Theodore Edelman and Ronald Creamer, of counsel J. Mark Iwry, special counsel Anna Kuzmik, Avi Szenberg, John Fullerton and Matthew Brennan, and associates Sarah Payne, Jeffrey Kaplan, Orla O’Connor, Rebecca Coccaro, Sara Cohen and Amie Bhatia. � Brenda Sandburg FINDING RELIEF FROM A HOSTILE BID After fending off a hostile takeover bid, BioSource International Inc. turned to Weil, Gotshal & Manges for legal advice. The firm helped the Camarillo-based company ink a deal with a different buyer, Invitrogen Corp., which agreed to pay approximately $130 million in cash for BioSource. According to a proxy statement filed Aug. 10 with the U.S. Securities and Exchange Commission, BioSource and its financial adviser, UBS, contacted 21 potential bidders. Ten companies expressed interest in acquiring BioSource, three of which placed bids for the company. Invitrogen won the auction with its offer of $12.50 per share. The deal was announced July 26. In April, Bio-Rad Laboratories Inc. began the process with a hostile bid to acquire BioSource for $8.50 per share. “BioSource’s board unanimously rejected that offer, and at that point decided to explore strategic alternatives,” said Craig Adas, a partner at Weil, Gotshal who represented BioSource. “One of them was selling the company.” BioSource sells assay test kits used to measure proteins in biological fluids. Invitrogen, headquartered in Carlsbad, makes kits that speed up gene cloning and analysis. Founded in 1987, Invitrogen had revenues of more than $1 billion in 2004. Invitrogen attorney Jeffrey Baglio, a partner in DLA Piper Rudnick Gray Cary’s San Diego office, said the deal was remarkable for how well the parties got along. “There is generally much more posturing done,” Baglio said. “Here, there wasn’t any gamesmanship but a concentrated effort to get the deal done quickly. The process went as smoothly as I’ve ever seen it go.” Baglio has handled about a dozen acquisitions for Invitrogen, including its $400 million purchase of Norway’s Dynal Biotech earlier this year. BioSource hired Weil, Gotshal at the urging of Genstar Capital, which serves on BioSource’s board and is one of its largest stockholders. Weil, Gotshal’s team included partner Karen Ballack and associates Jason Riesel, Andrew Nelson and Nadine Matta, who has since left the firm. Baglio was assisted by DLA associate Bradley Gersich and partners Henry Lesser, Mark Lehberg and Michael Frank. � Brenda Sandburg

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