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Oracle Corp.’s attorneys had no sooner sheathed their swords when they were called into another merger battle. Having wrapped up Oracle Corp.’s hostile takeover of PeopleSoft Inc., Davis Polk & Wardwell helped the software giant snatch Retek Inc. away from arch rival SAP America Inc. After a two-week bidding war, Oracle acquired the Minneapolis-based Retek for $11.25 per share in cash, or about $630 million. Martin Wellington, a partner in Davis Polk’s Menlo Park, Calif., office, said the battle was somewhat unusual for the technology industry. Contested tender offers are “typically seen on Wall Street in more developed industries,” Wellington said. “There’s less history of that in the Valley and tech markets.” Founded in 1986, Retek’s software helps retailers manage sales and analyze their performance and inventory. The 525-employee company had revenue of $174.2 million in 2004. SAP and Oracle had both expressed interest in acquiring the company in October, but Oracle dropped out of discussions to focus on completing its acquisition of PeopleSoft. SAP reached an agreement with Retek for a per-share purchase price of $8.50 at the end of February. But a week later Oracle strode back onto the scene with a $9 per share offer. SAP ultimately increased its bid to $11 but conceded the fight when Oracle inched up its offer by 25 cents. Oracle also ended up paying a $25 million termination fee to SAP for derailing its agreement with Retek. “It was pretty simple,” Wellington said. “Where there is a cash-tender offer, the target board has an obligation to get the best price.” In addition to Wellington, the Davis Polk team included partner William Kelly, who was also lead lawyer in Oracle’s acquisition of PeopleSoft, employee benefits partner Jean McLoughlin and associate Cynthia Akard. Lawyers in the firm’s New York office also assisted on the deal. Minneapolis-based Faegre & Benson represented Retek.

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