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Carve-out acquisitions, where a company acquires a unit or units of another company, are always complex deals to negotiate. As PILLSBURY WINTHROP SHAW PITTMAN partner David Lamarre explains it, carve-out deals sound a lot like divorce, but without the bitterness. “It is basically an acquisition of assets that were not formally part of a tidy legal entity, so you have to gather all the assets and identify which ones belong to what business and identify which employees have to move with the assets,” Lamarre said. “The parties involved also typically need to work out a continuing business relationship.” Lamarre, who is the co-head of Pillsbury’s communications industry practice, has done several carve-out acquisitions in the past for technology and telecommunications companies. So he was a natural choice when Pillsbury’s longtime client Marvell Technology Group Ltd. decided to acquire Intel Corp.’s handheld chip unit for $600 million. The transaction, announced June 27, is an all-cash deal, but Intel has an option to receive $100 million of the purchase in Marvell stock. The acquisition is expected to give Santa Clara-based Marvell — which sells data storage and network communications chips — a leg up in breaking into the wireless handset business. The Intel unit makes chips used in the popular BlackBerry and Treo handheld devices. The tricky part, however, is extricating the division from Intel. The unit has 1,400 employees and quarterly revenue of $100 million. Marvell, which itself employs 2,200 people, says it will be retaining a “vast majority” of the former Intel workers. According to Lamarre, the deal was done with surprising quickness. “The combination of Marvell’s agile and decisive management team and Intel’s world-class in-house professionals, allowed this complex deal to come together unusually quickly,” Lamarre said. Marvell’s general counsel and vice president of business affairs, Matthew Gloss, played a major role in the transaction, Lamarre said. “It was a real delight to work alongside Marvell’s in-house counsel,” he added. The Pillsbury corporate team led by Lamarre included San Francisco associates Justin Hovey and Heidi Mayon. Palo Alto employee benefits partner Cindy Schlaefer, tax partner C. Brian Wainwright and licensing partner Marla Hoehn also assisted in the deal. Intel was represented by GIBSON, DUNN & CRUTCHER San Francisco partner Lisa Fontenot. - Xenia P. Kobylarz TAKING THE LONG VIEW Foresight goes a long way when it comes to executing a flawless deal, said DAVIS POLK & WARDWELL partner Bruce Dallas. In biopharmaceutical company XenoPort’s recent $76.5 million stock offering, its COOLEY GODWARD team sent in the confidential treatment request forms to the Securities and Exchange Commission before the deal even got under way. “Cooley did a good job of being proactive in filing those with the SEC back in December,” explained Menlo Park-based Dallas, who represented the underwriters of the deal, including lead manager Morgan Stanley. That was an important move in ensuring a timely deal, since the SEC won’t declare a new registration effective until it clears all the requests for confidentiality. It’s a slow process that can take six months or more, Dallas said. Suzanne Sawochka Hooper, the Cooley partner based in Palo Alto leading the deal, said the firm planned early on to make sure the request didn’t slow down the process. Even before XenoPort finalized its financing plan, Cooley attorneys were preparing and sending in the confidentiality request. “We knew the company would like to do some financing sometime in the second to third quarter,” Hooper said. “We wanted to do everything we could to reduce the chance that this would be a holdup.” The deal also worked well because the law firms representing the lead underwriter, Morgan Stanley, and XenoPort were the same as those that worked on its initial public offering last June. “For a follow-on offering with the same company and counsel, there is no need to reinvent the wheel,” said Dallas. “Everything that had to be negotiated was already done.” In addition to the pre-established relationships among the law firms, XenoPort’s in-house corporate counsel, Gianna Bosko, is a former Cooley associate — also paving the way for flawless interactions, according to the lawyers involved. XenoPort’s offering of 4.5 million shares of common stock closed on June 27. The shares are listed on the Nasdaq under the symbol “XNPT.” Along with Dallas, the Davis Polk team included New York partner Michael Farber and associate David Morris; Menlo Park partner Steven Weiner and associates Emmeline Graham, Adrian Yeo and Christopher Pan. In addition to Hooper, Cooley’s team included Palo Alto partners John McKenna and associates Michelle Park, Ryan Ward and Lisa Raffetto. - Kellie Schmitt

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