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Attorneys working on Marvell Technology Group Ltd.’s $240 million purchase of Avago Technologies’ printer-chip business completed the deal in less than a week. “It shows that if you have parties that are interested in doing a deal quickly, who agree to fundamental terms and the lawyers on both sides are completely cooperative, you can get it done really, really fast,” said Christopher Kaufman, a partner with Latham & Watkins, which represented Avago. Pillsbury Winthrop Shaw Pittman represented Marvell. “Everyone kept their eyes on the fundamentals and didn’t get lost in the wheat,” Kaufman said. The acquisition, which is expected to close within 60 days, was announced Tuesday. In December, Avago completed the spin-out of its semiconductor division from Agilent Technologies in a $2.66 billion purchase by private equity firms. Given that recent spinoff, sorting out the appropriate terms, conditions and warranties of this transaction “was similar to working through a particularly challenging jigsaw puzzle,” said Patrick Devine, a partner at Pillsbury. The Latham & Watkins corporate team advising Avago also included partners Anthony Klein, Joseph Yaffe, John Clair JR., Adel Bebawy, Karen Silverman and Abbott Lipsky Jr.; of counsel Arlene Richman; and associates Luke Bergstrom, Timothy Ehrlich, Amanda Weare, Terence Woodsome, James Metz, Jia Liu and Sydney Smith. For Pillsbury, the team included partners Nathaniel Cartmell III, Stanton Wong, Patrick Devine, Glenn Snyder, Marla Hoehn, C. Brian Wainwright and Cindy Schlaefer; of counsel Aileen Meyer; and associates Heidi Mayon, Hilda Senseney and Bryan Dunlap. � Kellie Schmitt DIVORCE TEMPORARILY THREATENS $ 325M DEAL For Skadden, Arps, Slate, Meagher & Flom partner Marc Packer, it appeared that helping Britain’s largest accounting software manufacturer acquire a Nashville-based bank-card payment processing company was going to be a pretty straightforward proposition. Packer, who has represented the Sage Group in various acquisitions over the past five years, started talking to his client around Thanksgiving about the $325 million cash purchase of Verus Financial Management Inc. Both sides signed an agreement at the start of the New Year. But the deal, which closed Feb. 6, was threatened in the final stages with an unexpected turn. Two of Verus’ largest shareholders, Chief Executive Officer Richardson Roberts and San Francisco-based FTVentures, sued each other over proceeds from the pending sale. At issue was a $10 million payment that Richardson claimed FTVentures agreed to give him during a dinner at the Four Seasons Hotel in San Francisco. According to court documents filed on behalf of FTVentures, Roberts indicated that the timing of the sale was not in his personal best interest because he would then have to give his wife a substantial portion of his proceeds in their divorce settlement. “The lawsuit was an interesting wrinkle,” said Packer. “From my perspective, Sage had no interest in the lawsuits. � My role was to make sure that the lawsuits didn’t adversely impact Sage’s interest. “The deal did close within the time frame that we had expected it to close,” Packer added. But not before Verus found itself temporarily considering a counteroffer. According to a report in The Tennessean, San Francisco payments systems provider Solidus Networks Inc. offered $325 million in cash, preferred stock worth $75 million and an incentive pool of $25 million to be paid out to Verus’ management. Solidus planned to pay $50 million of the $325 million cash at closing and the other $275 million 120 days later, based on its obtaining financing on satisfactory terms. “Sage’s offer was selected by Verus through an auction process,” Packer said. “It was an all-cash deal and not subject to any financing conditions.” Verus is Sage’s largest acquisition since the company bought Interact Commerce Corp. in 2001. Skadden’s team for Sage also included Palo Alto partners Leif King and Lonny Block, and associates Nadine Stocklin, Ronald Turiello Jr., Nathan Huynh, Kristin Major, Kristin Davis and Jennie Kim. Verus was represented by lawyers from Bass, Berry & Sims. In the litigation, FTVentures is represented by Kirkland & Ellis partners James Basile, Ryan Christian and Christopher Keegan. Morrison & Foerster partner Angela Padilla represents Roberts. � Marie-Anne Hogarth

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