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Lawyers from the now-defunct Brobeck, Phleger & Harrison may have splintered off to different firms, but old connections die hard. Case in point: the representation of U.K.-based software developer Autonomy Corp. in its acquisition of Sunnyvale technology company Verity Inc. The deal, announced last Friday, was valued at $500 million. Former Brobeckian William Myers led the team for Autonomy as a partner in Morgan, Lewis & Bockius’ San Francisco office. Morgan partner Thomas Kellerman, brought the Autonomy business to Morgan when he came over from Brobeck Hale and Dorr, Brobeck’s European joint venture. Autonomy also hired a team of London lawyers from Wilmer Hale to work on the transaction. After Brobeck’s demise, Hale and Dorr absorbed many of the lawyers from Brobeck’s European joint venture. Later, Wilmer Cutler Pickering merged with Hale and Dorr. If those weren’t enough Brobeck connections, Autonomy’s general counsel, Andrew Kanter, is also a former Brobeck attorney. “I’ve worked [with Autonomy's] management team on two previous acquisitions,” Myers says. “We’ve developed a good relationship.” Under the deal’s terms, Verity stockholders received $13.50 in cash for each outstanding share. Following the transaction, the company will no longer be listed on Nasdaq, and will act as a subsidiary to a company that is listed in Britain. To finance its acquisition of the California company, Autonomy raised cash through a “rights offering” in the U.K., and borrowed about $60 million from banks there. Cooley Godward lawyers represented Verity, with help from Lovells in Great Britain. Cooley partner Timothy Moore, who worked as the company’s GC in the late 1990s, said that Verity has been a Cooley client for years. Also representing Autonomy Corp. from Morgan, Lewis were San Francisco associates Matthew Bartus and Heather Brookfield; Palo Alto partners Rahul Kapoor and S. James DiBernardo and associates Marie Seibel, Matthew Miller and Jill Bartow; Los Angeles senior counsel Jeffrey Grausam; and New York partner Harry Robins; and Washington D.C. associate Alexis Gilman. Also working on the deal was international lawyer Kiyoshi Takahashi, who is an associate seconded to Morgan, Lewis from its joint venture with TMI Associates in Japan. Representing Verity Inc. from Cooley were partners Richard Climan, David Lipkin, Brett White and Craig Waldman; and associates Eric Anderson and Kara Hagen. � Marie-Anne Hogarth SOFTWARE BREAKDOWN A San Francisco-based private equity firm recently purchased a Canadian software company for $1 billion with plans to break it into pieces and maximize its revenue potential. In what lawyers described as a standard public-to-private transaction, Golden Gate Capital acquired Geac Computer Corp. at a value of $11.10 per share. The all-cash deal was announced Monday, and is expected to close during the first quarter of 2006. Golden Gate Capital was represented in the deal by Kirkland & Ellis. “The trend is toward acquiring smaller, flying-below-the-radar, not particularly well-followed companies,” said Chicago-based Kirkland partner Gary Holihan. “Since they’re on the smaller end of the public company [spectrum], they don’t get the attention they deserve.” Because Canada’s securities regulations are a little more relaxed than those in the U.S., an acquisition can close faster because pre-clearance isn’t necessary with the Canadian Securities Administrators. Geac will become the property of Infor Global Solutions, which is funded by Golden Gate and will handle a portion of Geac’s software line. The rest of Geac will be split between two new business groups Golden Gate plans to create. Kirkland’s lead partner in the deal was Jeffrey Hammes. Also involved were partners Jeffrey Golden, Christopher Butler and John Friedrichs, and associates Eric McCrath and Michelle Mulkern. Golden Gate also sought legal advice from Canadian law firm Borden Ladner Gervais partners Francis Allen and Paul Mingay. Geac was represented by Toronto firm Blake, Cassels & Graydon, led by Craig Thorburn, and Skadden, Arps, Slate, Meagher & Flom. � Petra Pasternak

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