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Question: What does one serial acquirer buying out another equal? Answer: A really big deal. That’s what lawyers at Davis Polk & Wardwell and Cooley Godward faced when they worked on opposite sides of the $5.85 billion acquisition of Siebel Systems Inc. by Oracle Corp. on Monday. Oracle, the tech industry’s leading software consolidator, turned to Davis Polk’s William Kelly, who represented the Redwood Shores giant in its $10.7 billion buy-out of PeopleSoft Inc. in December. Kelly says his firm has represented Oracle for years, but become more active in its deals since the PeopleSoft acquisition. Meanwhile, Siebel, which makes software used to manage contracts, sought the expertise of Cooley partner Keith Flaum, who has represented the company in about 10 transactions over the past four years. Cooley helped take Siebel public in 1996 and has been its outside counsel for more than a decade. Additionally, James Gaither, a former Cooley partner who is now managing director of Sutter Hill Ventures, sits on the Siebel board. Latham & Watkins partners Karen Silverman and Daniel Wall provided antitrust advice to Oracle in the deal. While the acquisition had been in the works for months, Oracle General Counsel Daniel Cooperman says it came together very fast in the final days. Under the terms of the deal, expected to close next year, Oracle will pay $10.66 per share to Siebel shareholders, unless they elect to receive Oracle common stock. No more than 30 percent of Siebel’s common shares may be exchanged for Oracle stock. The transaction value includes $2.24 billion of Siebel’s cash on hand. The Davis Polk team in Menlo Park also included partners William Aaronson, Arthur Burke, Steven Weiner and Jean McLoughlin; associates Sarah Solum, Nandan Kamath, Zachary Patton, Rachel Kleinberg and Cynthia Akard; and New York partner Harry Ballan and associates Kirtee Kapoor, Frank Azzopardi and Steven Williams. The Cooley team in Palo Alto included partners Eric Jensen, Richard Climan, David Lipkin, Craig Waldman, John Dwyer, Robert Miller and Carolyn Craig; of counsel Donald Brosnan, Francis Fryscak and Diane Savage; associates Jennifer Fonner DiNucci, Gordon Ho, Peter Szymanski, Conway Chen, Jamie Wade and Mark Bradford; and assistant John Horton. Siebel’s in-house lawyers were Senior Vice President and General Counsel Jeffrey Amann, director of legal affairs Alexa King and director of licensing Barbara Walkowski. Oracle’s in-house lawyers Martin Collins and Jacklyn Park also played key roles in the deal. Latham’s team also included San Francisco associates Joshua Holian and Ashley Bauer. � Marie-Anne Hogarth ENTERTAINMENT UPERHIGHWAY IGN Entertainment was standing at a fork in the road. The company could go public, continue as a stand-alone business or marry one of several suitors. IGN ultimately accepted News Corp.’s $650 million cash offer, which it announced Sept. 8. But before doing so, it trod down the other roads. And that meant a lot of interesting work for its attorneys at Fenwick & West. “Usually you pursue one path at a time,” said Fenwick & West partner Robert Dellenbach, who represented IGN. This transaction was “like juggling and keeping a bunch of balls in the air.” IGN has taken a winding route to become part of a media empire. Originally known as Snowball.com, the company operated Web sites with information and video games targeted to the 13-year-old to 29-year-old set. After Fenwick took the company public in 2000, it pared down its business to focus solely on video gaming and changed its name to IGN Entertainment. In 2003, Great Hill Partners acquired the company for about $30 million and took it private. Great Hill built up IGN’s business, purchasing several companies, including GameSpy Industries Inc. and Rotten Tomatoes, an online publisher of movie reviews. Then in July, IGN filed a registration statement with the Securities and Exchange Commission to go public again. The company continued to pursue an IPO while talking to several suitors, which each spent time at Fenwick’s conference room in Mountain View to look over electronic documents and discuss a union. News Corp., an entertainment and media conglomerate based in New York, recently purchased two other Internet companies, InterMix Media Inc. and Scout Media Inc. The company said in its Sept. 8 release announcing the IGN acquisition that the three companies together would increase News Corp.’s Web traffic to nearly 70 million unique monthly users and provide cross-promotion opportunities for its Fox TV and film subsidiaries. In addition to Dellenbach, the Fenwick team included partners Gordon Davidson, Kenneth Linhares, Mark Ostrau, Mitchell Zimmerman and Scott Spector; associates Dave Borders Jr., Melissa Trousdale, Melissa Eisenberg, Blake Martell, Tahir Naim, Tanda Neundorf and Timothy Fitzgibbon; and of counsel Richard Heher and Mona Clee. IGN General Counsel David Phillips, Assistant General Counsel Craig Abruzzo and senior counsel Todd Murtha also worked on the transaction. Skadden, Arps, Slate, Meagher & Flom represented News Corp. Lou Kling and Howard Ellin, partners in the New York office, were part of the Skadden team. &# 151 Brenda Sandburg

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