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ORRICK’S $ 710M GATEWAY DEAL HAS OPTIONAL WRINKLE With its recent $710 million purchase of Gateway Inc., Taiwanese personal computer vendor Acer Inc. has staked out sweet spots in America and in Europe with just one hit. Gateway had the rights to buy Europe’s Packard Bell. Buying Gateway gave Acer the option of picking up Packard Bell, which made a straightforward purchase a little more complex for Acer’s lawyers. ORRICK, HERRINGTON & SUTCLIFFE partner Richard Smith said that, along with the cash tender offer for Gateway, he had to negotiate provisions for the eventual purchase of Packard Bell. “Our agreement says that Acer will pay for Packard Bell, but it will be purchased by Gateway,” Smith said, adding that the price for Packard Bell remains to be set. A provision of the Gateway buy is that the Packard Bell deal be closed as soon as possible, he said. “It’s very unusual,” Smith said, “because this is an unrelated party to the two companies.” By swooping in to buy Gateway, Acer elbowed out China’s Lenovo, the No. 3 PC maker in the world, which had also sought to buy Packard Bell. But Gateway had the right of first refusal, Smith said. Under the terms of the deal, Acer will launch a cash tender offer for all outstanding shares of Gateway for $1.90 per share, according to Acer’s SEC filings. Smith, who co-chairs Orrick’s mergers and acquisitions practice, was lead partner on the deal. Also working on the deal were San Francisco partners Barbara Lange, John Cook, James Black, James Telfer, and Steven Malvey; Silicon Valley partners David Lee and Kai Tseng; Silicon Valley of counsel Michael Heafey; San Francisco associates Juliano Banuelos, Scot Strube, Alexis Marraud des Grottes, Virginia Pearcy and Eric Wall; Silicon Valley associate Adam Lin; and attorneys in Seattle, New York and Washington, D.C. Gateway was represented by SKADDEN, ARPS, SLATE, MEAGHER & FLOM Los Angeles partners Brian McCarthy, David Eisman, Michael Lawson and Moshe Kushman; Palo Alto partners Alec Chang and David Hansen; Los Angeles counsel Michelle Gasaway and Garrison DeLee; San Francisco counsel Jane Kroesche; and Los Angeles associates Joshua Schneiderman, Nathaniel Jackson, Williana Chang, Brett Willis, Bertrand Pan, Emily Ma and Micah Katz.

Petra Pasternak

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