09/15/2005
Legal Army Marshals Oracle Acquisition
Question: What does one serial acquirer buying out another equal? Answer: A really big deal.
That's what lawyers at Davis Polk & Wardwell and Cooley Godward faced when they worked on opposite sides of the $5.85 billion acquisition of Siebel Systems Inc. by Oracle Corp. on Monday.
Oracle, the tech industry's leading software consolidator, turned to Davis Polk's William Kelly, who represented the Redwood Shores giant in its $10.7 billion buy-out of PeopleSoft Inc. in December.
Kelly says his firm has represented Oracle for years, but become more active in its deals since the PeopleSoft acquisition.
Meanwhile, Siebel, which makes software used to manage contracts, sought the expertise of Cooley partner Keith Flaum, who has represented the company in about 10 transactions over the past four years.
Cooley helped take Siebel public in 1996 and has been its outside counsel for more than a decade. Additionally, James Gaither, a former Cooley partner who is now managing director of Sutter Hill Ventures, sits on the Siebel board.
Latham & Watkins partners Karen Silverman and Daniel Wall provided antitrust advice to Oracle in the deal.
While the acquisition had been in the works for months, Oracle General Counsel Daniel Cooperman says it came together very fast in the final days.
Under the terms of the deal, expected to close next year, Oracle will pay $10.66 per share to Siebel shareholders, unless they elect to receive Oracle common stock. No more than 30 percent of Siebel's common shares may be exchanged for Oracle stock. The transaction value includes $2.24 billion of Siebel's cash on hand.
The Davis Polk team in Menlo Park also included partners William Aaronson, Arthur Burke, Steven Weiner and Jean McLoughlin; associates Sarah Solum, Nandan Kamath, Zachary Patton, Rachel Kleinberg and Cynthia Akard; and New York partner Harry Ballan and associates Kirtee Kapoor, Frank Azzopardi and Steven Williams.
The Cooley team in Palo Alto included partners Eric Jensen, Richard Climan, David Lipkin, John Dwyer, Robert Miller and Carolyn Craig; of counsel Donald Brosnan, Francis Fryscak and Diane Savage; associates Jennifer Fonner DiNucci, Gordon Ho, Peter Szymanski, Conway Chen, Jamie Wade and Mark Bradford; and assistant John Horton.
Siebel's in-house lawyers were Senior Vice President and General Counsel Jeffrey Amann, director of legal affairs Alexa King and director of licensing Barbara Walkowski.
Oracle's in-house lawyers Martin Collins and Jacklyn Park also played key roles in the deal.
Latham's team also included San Francisco associates Joshua Holian and Ashley Bauer.
This article republished with permission from law.com. © 2005