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GIBSON, DUNN & CRUTCHER partner Joseph Barbeau thinks he may have achieved the impossible: seeing a client through a $1.3 billion acquisition and quitting smoking at the same time. The quirk of fate isn’t lost on Barbeau that his client, St. Jude Medical Center, is the third-largest maker of implantable heart defibrillators, and that cardiovascular disease is often the end result of smoking. “When you do deals that go north of $1 billion, you are supposed to [pretend] that you handle them every day,” he joked re-cently. But in reality, “they kind of make your heart jump.” In the deal for St. Jude, announced Oct. 16, Barbeau shepherded his client through the acquisition of Texas-based Advanced Neuromodulation Systems Inc., which makes devices that use electricity to treat pain and disorders of the nervous system. Barbeau smoked his last cigarette nine weeks ago � about three weeks before he started working on the transaction for St. Jude. It wasn’t the first time Barbeau has tried a no-nicotine regimen. “It’s been a struggle for a lot of years. I’ve tried acu-puncture, hypnosis and two-week lockups in the St. Helena home for the bewil-dered,” he said. Adding a challenge to his stop-smoking campaign, the two companies wanted to complete the transaction on a compressed schedule. To meet the pace of demands, Barbeau’s client opted for a tender offer, or broad so-licitation, an option that isn’t always a sign of a hostile merger. “If you do a straight shareholder meet-ing with no tender offer, it can take 90 to 120 days,” said Barbeau. “With a tender offer, if you get a very substantial partici-pation from shareholders, you can com-plete [a transaction] in five or six weeks.” Now, Barbeau is breathing a sigh of re-lief � not smoke � as the deal’s terms are hammered out. St. Jude Medical is ac-quiring ANS for $61.25 per share in cash. The tender offer for all outstanding shares of ANS common stock was scheduled to start no later than Tuesday, and the entire transaction is expected to close by the end of the year. Gibson’s team representing St. Jude Medical also included Orange County partner James Moloney and associates Rachel Muir and Andrew Hagopian; Dallas partner Irwin Sentilles III and associates Jennifer Boatwright and Christian Holland; Palo Alto associ-ate Betsy Austin; San Francisco asso-ciates Richard Riecker and Matthew Samuels; Los Angeles associate Jenni-fer Grazier; and Denver associate Lucy Schlauch. ANS was represented by lawyers from BAKER BOTTS in Dallas. � Marie-Anne Hogarth SECOND TIME AROUND Taleo Corp. originally wanted to go public in the summer of 2004, but a cool reception bumped its plans by more than a year. What that meant for the company’s lawyers at WILSON SONSINI GOODRICH & ROSATI was having “to update every-thing, so it felt like you had to do every-thing 1 1/2 times,” said Mark Bertel-sen, the lead attorney in the deal. Taleo originally filed its registration statement with the U.S. Securities and Exchange Commission in March 2004, but then the market took a frosty turn. In the second half of the year, investors be-came less receptive to public offers in general and tech IPOs in particular, Bertelsen said. “It was a much longer process than usual,” he said. Fortunately, things have since changed. Bertelsen said Taleo’s business model strikes the right chord with investors to-day. In the deal announced Oct. 4, Taleo of-fered an aggregate of 6.7 million shares of common stock worth $93.8 million. Wilson Sonsini has represented the San Francisco-based Taleo since it was founded in 1999. The staffing management software pro-vider bases its model on subscription li-censes, as opposed to a one-time license fee paid upfront, which ensures paying customers over a number of years. “In to-day’s environment, investors like the pre-dictability of the subscription business model,” Bertelsen said. Also working on the deal were Wilson Sonsini partner Jose Macias and asso-ciates Melissa Hollatz, Katherine Haar and Erika Muhl and Taleo corpo-rate counsel Josh Faddis. DAVIS POLK & WARDWELL repre-sented the underwriters in the deal, led by partner Alan Denenberg and associates Steven Michael Nordtvedt and Mat-thew King from the firm’s Menlo Park office. � Petra Pasternak

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