Sun Microsystems, Inc., ended weeks of gossip by agreeing to sell itself to Oracle Corporation for $7.4 billion on April 20. International Business Machines Corporation had reportedly been close to a deal to acquire Sun in March, but discussions collapsed. Oracle is buying Sun primarily for its Java programming language and Solaris, an operating system. The deal would be Oracle’s third major purchase since 2003, when it paid $10.3 billion for PeopleSoft, Inc. [Big Deals, September 2003]. Last year, Oracle acquired BEA Systems, Inc., for $8.5 billion [Big Deals, April 2008].
Oracle agreed to pay $9.50 a share in cash for Sun, a 42 percent premium to the target’s closing price on the last trading day before the deal was announced. IBM was rumored to be offering about the same price before it walked. The parties hope to close the deal this summer pending approvals from regulators and Sun shareholders. Oracle stockholders do not have a vote.
For acquror Oracle Corporation (Redwood City, California)
In-House: Corporate: general counsel Dorian Daley, associate general counsel Brady Mickelsen, and Eric Hwang, Chris Ing, Michelle Johnson, Allen Seto, and Samantha Wellington. Regulatory: Renee Dupree, Michael Clancy, and Gustavo Llerena. Employment and benefits: senior corporate counsel Matt Feiner. Intellectual property: Jill Robinson.
Latham & Watkins: M&A: John Newell and associates Michelle Bushore, Kathryn Judge, Jeannie Lee, and Matthew Pope. Antitrust: Joshua Holian, Karen Silverman, and Daniel Wall. Employee benefits and executive compensation: Joseph Yaffe and associate Jay Metz. Tax: Laurence Stein and associate Eric Matuszak. (All are in San Francisco except for Bushore, Yaffe, and Metz, who are in Menlo Park, California; and Stein and Matuszak, who are in Los Angeles.) Latham has been Oracle’s antitrust M&A counsel since representing the company in the 2005 PeopleSoft takeover. The U.S. Department of Justice sued in federal court to quash Oracle’s bid, and Latham successfully defended the company. Latham then represented Oracle on the 2008 BEA acquisition.
GTC Law Group: Intellectual property: Sean Belanga and Ed Nortrup. (They are in Westwood, Massachusetts.)
For target Sun Microsystems, Inc. (Santa Clara, California)
In-House: General counsel Mike Dillon, vice president–corporate law Craig Norris, assistant general counsel Eric Barnett and Wei Chen, senior counsel Donica Forensich, vice president–employment and benefits law Theodore Borromeo, senior directors Steven Dietz and Suchitra Narayen, vice president–legal Damien Eastwood, and chief patent counsel Noreen Krall.
Wilson Sonsini Goodrich & Rosati: M&A: Todd Cleary, Martin Korman, Michael Ringler, Larry Sonsini, and special counsel Glenn Luinenburg. Antitrust: Charles Biggio and Scott Sher. Intellectual property: Selwyn Goldberg and associate Kira Kimhi. Executive compensation and employee benefits: Ralph Barry and associate Heather Aune. Tax: Ivan Humphreys and Eileen Marshall. Employment law: associate Jason Storck. Real estate and environmental: Marc Gottschalk and associate Richard Melnyk. (All are in Palo Alto except for Ringler, who is in San Francisco; Sher and Marshall, who are in Washington, D.C; Biggio, who is in New York; Barry and Aune, who are in San Diego; and Storck, who is in Austin.) Wilson is Sun’s longtime outside counsel, having represented the company on its 1986 initial public offering and numerous subsequent deals, among them its $1 billion purchase of MySQL AB last year and its $4.1 billion acquisition of Storage Technology Corporation in 2005.
John Malone loves complex corporate structures, and he cooked up another one in a transaction announced on May 4 that would make DirecTV Group, Inc., a freestanding public company. Liberty Media Corporation, the Englewood, Colorado, conglomerate that Malone controls, currently owns 54 percent of DirecTV. Unlocking the satellite broadcaster might make it a more attractive takeover candidate for other large media companies.
The May 4 deal builds on plans that Liberty Media announced in December to split off its subsidiary Liberty Entertainment Group, which holds the DirecTV stake. The newly spun Liberty Entertainment, Inc., would then combine with DirecTV, which would be the name of the resulting company. Malone would chair the new company and control 24 percent of its voting power.
DirecTV has its own byzantine corporate history. It was originally part of Hughes Electronics Inc., a subsidiary of General Motors Corporation. GM sold control of DirecTV to Rupert Murdoch’s News Corporation in 2003. Three years later, Murdoch swapped that DirecTV stake for News shares controlled by Malone. The parties hope to close the deal in the fourth quarter pending approvals from regulators and both sets of shareholders.
For acquiror Liberty Entertainment Group (Englewood, Colorado)
In-House: General counsel Charles Tanabe and deputy general counsel Pamela Coe and Craig Troyer.
Baker Botts: M&A: Jonathan Gordon, Frederick “Buzz” McGrath, Robert Murray, Jr., Renee Wilm, and associates Stephanie Benedetto, Joel Hugenberger, Helen Lok, Laxmi Vijaysankar, and John Winter. Tax: Tamar Stanley, Benjamin Wells, special counsel R. Scott Langley, and associate Chad McCormick. Employee benefits: J. Rob Fowler and associates Brandon Essigmann and Elizabeth Gooch. Finance: Martin Toulouse. Intellectual property: Jeffrey Sullivan and associate Jennifer Lazo. (All are in New York except for Stanley, who is in Washington, D.C.; and Wells, McCormick, Fowler, Essigmann, and Gooch, who are in Houston.) Baker Botts is Liberty’s longtime outside counsel.
Skadden, Arps, Slate, Meagher & Flom: Tax: Matthew Rosen and Dean Shulman. (Both are in New York.)
For target DirecTV Group, Inc. (El Segundo, California)
In-House: General counsel Larry Hunter and assistant general counsel Keith Landenberger.
Weil, Gotshal & Manges: M&A: Frederick Green, Michael Lubowitz, and associates Nadia Karkar, Sachin Kohli, Arman Kuyumjian, and Matt Speiser. Tax: Jared Rusman, Marc Silberberg, and associates Chayim Neubort and Joshua Pohl. (All are in New York except for Rusman, who is in Dallas.)
Wiltshire & Grannis: FCC counsel: Michael Nilsson and William Wiltshire. (Both are in Washington, D.C.) The firm advised News Corporation on its acquisition of a controlling stake in DirecTV and has worked for the latter since then.
For DirecTV special committee
Simpson Thacher & Bartlett: M&A: Richard Beattie, Marni Ler-ner, Kathryn King Sudol, and associates Jason Breen and Sean Murphy. Tax: Gary Mandel and asso-ciate Noah Beck. Litigation: Peter Kazanoff. (All are in New York.) Simpson has previously represented the independent directors.
Richards, Layton & Finger: Delaware counsel: Donald Bussard, Mark Gentile, and associate Brian Fischer. (All are in Wilmington.)
GlaxoSmithKline plc announced April 20 that it had agreed to buy Stiefel Laboratories, Inc., for $2.9 billion in cash and another $400 million in assumed debt. The British pharma company may pay shareholders of Stie-fel another $300 million if the dermatology products company meets certain performance targets. Stiefel is still owned by the family that founded it in Germany in 1847, although Blackstone Group L.P. bought a minority stake two years ago.
Glaxo will combine its prescription dermatology business with that of Stiefel, whose CEO, Charles Stiefel, will run the combined entity. Stiefel’s shareholders have already approved the deal, which regulators must still vet. The parties anticipate a third quarter close.
For acquiror GlaxoSmithKline plc (London)
In-House: Associate general counsel–worldwide business development transactions Edgar “Chip” Cale and senior counsel Stephen Ferenchick.
Cleary Gottlieb Steen & Hamilton: M&A: Benet O’Reilly and associates Lindsay Barenz, Seth Blinder, Joshua Kalish, Kimberly Spoerri, and Linda Thong. Tax: Sheldon Alster and asso-ciates Mirna Zwitter-Tehovnik and Meyer Fedida. Compensation and benefits: Arthur Kohn and associate Katherine Smith. Real estate: Kimberly Brown Blacklow and associates Kevin Jones, Beth Nagalski, Meno Tessema, and Anthony Wade. International diligence: associates Angela Berti, Olivier de Moor, Malik Dhanani, Luiz Krieger, Hua Pan, Justine Pasniewski, international lawyers Martín Fernández Dussaut and Oh Hyun Kwon, and stagiaire Florian Simoneau. Antitrust: David Gelfand, Francisco-Enrique González Díaz, and associates Paul Hayes, Michael Mayr, and Jorge Piernas. Intellectual property: associates Daniel Ilan and Pia Sen. International regulatory: senior attorney James Corsiglia. Environmental: counsel W. Richard Bidstrup. (All are in New York except for Fedida, who is in London; González Díaz, Mayr, and Piernas, who are in Brussels; and Gelfand, Hayes, and Bidstrup, who are in Washington, D.C.) Cleary has done M&A work for Glaxo for about five years.
For target Stiefel Laboratories, Inc. (Coral Gables, Florida)
In-House: General counsel Devin Buckley.
Willkie Farr & Gallagher: Corporate: Gregory Astrachan, William Grant, Jr., special counsel Jonathan Konoff, and asso-ciates Michael Brandt, Gerald Brant, Thomas Mark, Danielle Sheer, and Daniel Sirkin. Antitrust: David Tayar. Environment, health, and safety: E. Donald Elliott and associates Ari Altman and Bret Cohen. Executive compensation and employee benefits: David Rubinsky and associates Katie Calabrese and Jordan Messinger. Real estate: Thomas Henry and associate Anthony Tortora. Tax: Christopher Peters and associate Meredith Levy. Litigation: Jeffrey Clark, Theodore Whitehouse, special counsel David Park, and associates Adrien Giraud, Nikhil Singhvi, and David Stoltzfus. Intellectual property: Thomas Meloro, special counsel Kim Walker, and associate Dorota Niechwiej Clegg. (All are in New York except Tayar, who is in Paris; and Elliott, Altman, Cohen, Clark, Whitehouse, and Singhvi, who are in Washington, D.C.) Willkie first represented Stiefel on its $640 million acquisition of Connetics Corporation in 2006 after being one of three firms that Deutsche Bank AG, Stiefel’s banker on the deal, recommended to the company. The law firm also represented Stiefel the next year when Blackstone bought its stake.
For target shareholder Blackstone Group L.P.
Simpson Thacher & Bartlett: M&A: Wilson Neely and associate Pete Martelli. Intellectual property: Lori Lesser. Tax: Gary Mandel and associate Kurt Dudas. Investment funds: Michael Wolitzer and associate Jonathan Karen. Antitrust: David Vann and asso-ciate Ketan Jhaveri. (All are in New York except for London-based Vann.) Simpson is Blackstone’s regular outside counsel.
Marcus is a reporter at The Deal. E-mail: email@example.com.