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It was a nice year-end for Latham & Watkins partner Tad Freese, who has been working on a spin-out of Advanced Micro Devices’ flash-memory subsidiary Spansion LLC since last winter. The deal, which raised about $1 billion, involved an IPO and a private bond placement. “What is different about this deal is that Spansion was a joint venture between a Japanese company [Fujitsu Ltd.] and a U.S. company [AMD],” said Freese. That meant reorganizing the entity so that AMD owned about 40 percent of the stock and Fujitsu owned less than 30 percent after the public offering. The transaction priced Friday and closed barely a week later on Wednesday. Morrison & Foerster partner David Wilson, representing Fujitsu, said that attorneys considered a variety of options in structuring the deal, including one that would have involved convertible preferred stock. “There is a large set of inter-company agreements among Fujitsu, Spansion and AMD which had to be reviewed and revised to be appropriate for a public company,” said Wilson. Also representing Spansion from Latham were partners Samuel Weiner, Christopher “Kit” Kaufman, Joseph Yaffe and Anthony Klein, and associates Robert Phillips, Michael Maher, Cindy Fong Leeper and Ofer Lion. MoFo’s team representing Fujitsu included San Francisco partner Paul Jahn, Tokyo partners Dale Caldwell and Kenneth Siegel and Palo Alto associates Randolph McCalla and Mary Anne Becking. The underwriters, Citigroup and Credit Suisse First Boston, were represented by Davis Polk & Wardwell partners Alan Denenberg and Michael Kaplan, and associates Steven Michael Nordtvedt, Sarah Solum, Adam Lin, Christopher Schell and Rachel Kleinberg. � Marie-Anne Hogarth TOKYO OPENS ARMS TO FRENCH Morrison & Foerster partner Robert Townsend said his firm’s deep bench of lawyers in Tokyo was essential to negotiating a transaction on behalf of French electronics company Thomson SA. Thomson paid about $106.8 million for approximately one-third of shares in Canopus Co., a Japan-based maker of high-definition video-editing software. The shares were purchased from Canopus’ chairman and founder as well as his family members, but Thomson also launched a tender offer on Dec. 6 for outstanding shares from the remaining shareholders. It was one of the rare acquisitions of Japanese public companies by a foreign company this year. “In Japan, there is no merger statute. If you want to acquire a public company, you must do a tender offer,” said Townsend. “And at the end of the day, there is no clear statutory means to buy out the remaining non-tender minority shareholders, so you need to do some very thoughtful and creative lawyering.” In particular, MoFo lawyers wanted to be clear that this was a friendly acquisition. They were careful to only purchase a limited number of shares from the Canopus chairman and his family, so as not to automatically trigger a tender offer. The lawyers also structured the purchase of shares from the company chairman and the remaining shareholders as two separate transactions. According to MoFo Tokyo partner Jay Ponazecki, there’s been a lot of concern on the part of Japanese managers regarding hostile takeovers, in particular, those led by foreign companies. The nation was riveted earlier this year when the Internet portal Livedoor, a company founded by a 32-year-old Tokyo University dropout, acquired a major stake in Nippon Broadcasting System despite the objections of management. A debate ensued in the business community regarding what constituted proper “corporate” behavior. “It was very exciting to close out the year by launching a friendly tender offer which the target company supports,” said Ponazecki. In California, Townsend worked on the deal for Thomson along with MoFo San Francisco partner Paul Jahn and associate Jonathan Glass, and Los Angeles associate Brandon Villery. In Japan, Ponazecki led the team, which also included MoFo partners Kenneth Siegel and Matthew Berger. Also working on the deal were partners Fuyuo Mitomi and Ryugo Yoshimura, lawyers from Ito & Mitomi, MoFo’s joint-venture partner in Japan. MoFo lawyers in London, Brussels and Hong Kong also helped out on the transaction. Canopus’ founder and his relatives were represented by the Osaka-based firm Yodoyabashi & Yamagami. � Marie-Anne Hogarth

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