07/21/2005
Public Offering Turns Into $280M Sale
By Brenda Sandburg
Cooley Godward lawyers had been readying Stentor Inc. to go public when an eager suitor came along looking to buy the medical imaging company.
Philips Medical Systems, a division of Royal Philips Electronics, made a bid for Stentor's hand in November, and eight months later inked a deal to acquire the business for about $280 million.
"Philips offered a price that was attractive when compared to the valuation [Stentor] thought it could obtain in the public market and the inherent uncertainty of a public company's stock price," said Jodie Bourdet, a partner in Cooley's San Francisco office.
Cooley began representing the Brisbane company at the time of its initial public offering in November.
Stentor's technology enables doctors and other health care providers to distribute X-rays and other medical images throughout an institution's computer network. Founded in 1998, the company had revenues of $25 million for the nine months ended Sept. 30, 2004.
In its registration filing with the U.S. Securities and Exchange Commission, Stentor said it has agreements with more than 122 customers representing more than 223 hospitals or other medical facilities. Its largest customers are the University of Pittsburgh Medical Center, the University of Texas M.D. Anderson Cancer Center, Kaiser Northern California and Carolinas Medical Center.
Based in the Netherlands, Philips is the largest electronics company in Europe. Its medical systems business, headquartered in Andover, Mass., last made a foray into the California market in 2001 when it acquired Agilent Technologies Inc.'s Healthcare Solutions Group and Adac Laboratories.
Cooley partner Kenneth Guernsey, who was unavailable for comment, led Stentor's deal team with Bourdet. The group also included partners Craig Jacoby, Michael Stern, William Galliani and Thomas Friel, associates Tara Pennington and Britt Anderson and special counsel Francis Fryscak.
Matthew Hurd, a partner in Sullivan & Cromwell's Palo Alto office, represented Philips. His team included partners Andrew Solomon, Max Schwartz and associates Vikram Varma, Edouard Markson and Henrik Patel. Philips Medical's chief legal officer Clem Revetti and senior counsel Michael Manning also worked on the deal.
This article republished with permission from law.com. © 2005