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AmLaw Daily Notes Morgan Lewis Team’s Role in Russian Bank’s Eurobond Offering

Monday, February 4, 2013

Reprinted with permission from the February 4, 2013 edition of The Am Law Daily© 2013 ALM media Properties, LLC. All rights reserved. Further duplication without permission is prohibited. For information, contact 877-257-3382 or or visit

Weil, Bingham Lead on Oracle's $2.1 Billion Acme Packet Purchase

By Tom Huddleston Jr.

Software giant Oracle Corp. said Monday it has agreed to acquire network communications equipment company Acme Packet in a $2.1 billion deal.

Under the terms of the agreement, Oracle will pay $29.25 in cash for each share of Bedford, Massachusetts-based Acme. Factoring in the net amount of Acme's current cash on hand, Oracle is paying roughly $1.7 billion for the company, which provides more than 1,900 corporate clients with voice, data, and unified communications services for their IP networks. Oracle said that acquiring Acme will hasten its own move to all-IP networks and allow it to offer secure communications from any device and across all networks.

In recent years, Redwood City, California-based Oracle has made a series of acquisitions-many of them involving the addition of cloud computing products-aimed at helping it improve its business networking applications. All told, the company has spent a total of more than $40 billion on 70 acquisitions since 2005, according to Bloomberg.

Weil, Gotshal & Manges is advising Oracle on the Acme Packet acquisition with a deal team led by Silicon Valley M&A partner Keith Flaum. Last February, Flaum led a Dewey & LeBoeuf team advising Oracle on its $1.9 billion purchase of human resources software maker Taleo Corporation. Three months later, he left the now-defunct Dewey to join Weil's M&A group. In December, Flaum led a Weil team advising Oracle on its $871 million purchase of automated marketing software company Eloqua.

Weil already had a long-standing relationship with Oracle prior to Flaum's arrival, having represented the company in a variety of IP litigation matters, as well as on Oracle's purchase last summer of virtualization provider Xsigo Systems for an undisclosed sum.

Working with Flaum on the Acme Packet purchase is tax partner Helyn Goldstein and compensation and benefits partner Amy Rubin, as well as associates Vipul Kumar, Verity Rees, and Kate Napalkova.

GTC Law Group partners Sean Belanga, Sayoko Blodgett-Ford, and Anthony Decicco are serving as IP counsel to Oracle. As The Am Law Daily has previously reported, the Boston-based IP boutique has served as Oracle's IP counsel on multiple past deals, including the Taleo purchase and the company's $7.4 billion acquisition of Sun Microsystems in 2009.

Dorian Daley is Oracle's general counsel.

Acme Packet is being represented by Boston-based Bingham McCutchen corporate partners Julio Vega and John Utzschneider. The firm's team also includes corporate partners Amy Mugherini and Laurie Cerveny, as well as corporate counsel Kevin Hughes. Tax and employee benefits partners Jeanie Cogill and Jeff DuRocher are also advising, along with antitrust partner William Berkowitz and labor and employment partner Douglas Schwarz. White-collar investigations and enforcement group cochair Mark Robinson is providing FCPA advice, and telecommunications, media and technology of counsel Edward Kirsch is also advising. Associates working on the deal include Adam Virgadamo, Carline Durocher, Iciar Garcia, Katerina Papacosma, and Alison Silveira.

Former Bingham partner Matthew Cushing serves as Acme Packet's general counsel.

Flaum wasn't the only Dewey defector to land work on a transaction announced in the past week. Carter Brod, a Morgan, Lewis & Bockius business and finance partner who works out of the firm's London and Moscow offices, is leading a Morgan Lewis team serving as the U.S., U.K., and Russian legal adviser to Credit Bank of Moscow on the commercial bank's $500 million offering of five-year eurobonds. The offering closed February 1. Brod, who was part of a seven-partner group from Dewey's Moscow and Kazakhstan offices that fled the imploding Dewey for Morgan Lewis last May, said in a statement that the offering is the bank's largest-ever funding transaction.

Brod's team on the offering includes business and finance partners Christopher Harrison and Yulia Cherkassova.