Israel Practice News, Fall 2007
Morrison & Foerster continues to lead international law firms in representing Israeli companies in mergers & acquisitions,
public offerings, intellectual property protection, litigation, technology transactions, and other areas of law they face
as international players.
In this issue:
Upcoming MoFo Seminars in Israel
Client News
Global M&A and Strategic Partnerships
DSP Group, Mobileye, Saifun
Corporate and Securities Offerings
Allot, Gilat, Mellanox, RR Sat
Litigation and Dispute Resolution
EPOS, Negevtech, Notal Vision
Intellectual Property Protection and Technology Transactions
Negevtech, Syneron, Teva
Asia–Israel Cross-Border Transactions
Mobileye, Toshiba
Presentations from our Recent Seminar in Israel
New on the MoFo Hebrew Website
Morrison & Foerster in the Israeli Media
Upcoming Morrison & Foerster Seminars in Israel
As strong believers in the Israeli economy, and following several successful seminars we conducted in Israel earlier this
year, we are pleased to invite our clients and friends to join us in the following events in Tel Aviv:
The First Israeli Clean Tech Conference, Tel Aviv, October 30, 2007
Michèle B. Corash, Michael A. Jacobs and Oz Benamram will cover, together with Ernst & Young Israel and CleanTech Venture
Network, the latest trends in the Clean Tech industry and will facilitate discussions regarding possible partnerships and
investment opportunities. For more information and registration, click here.
Litigation in the U.S. and International Arbitration, Tel Aviv, October 29, 2007
Morrison & Foerster, together with The Israel Bar Association and the Israel-America Chamber of Commerce, will host a seminar
on the advantages and disadvantages of litigation and arbitration, in the U.S. and globally. For more information, click here.
Presentations from the seminars that we have conducted in Israel in the past year are available online at www.mofo.co.il/events.
Representative Israel-Related Matters We Assisted in During the Past Year
Global M&A and Strategic Partnerships
We advise Israelis in negotiating and structuring cross-border transactions, relying on our extensive experience representing
Israeli, U.S. and Asian technology companies and lead international strategic investors. We were counsel in several of the
most significant cross-border acquisitions and investments involving Israeli companies in the past year:
- DSP Group / NXP Semiconductors. We represented DSP Group, an Israeli public company, in its acquisition of the former Philips’ cordless and VoIP terminals
operations from Netherlands-based NXP Semiconductors for a combination of cash and stock potentially aggregating $345 million
(including an earnout).
- Saifun Semiconductors / Spansion. We represent Saifun Semiconductors Ltd., an Israeli provider of intellectual property solutions for the non-volatile memory
market, in its acquisition by Spansion Inc., the world’s largest pure-play provider of Flash memory solutions, for a value
of $368 million (cash and stock).
- Mobileye. We represent Mobileye, an Israeli provider of vision systems for intelligent transportation systems, in connection with
a minority investment of about $100 million in its capital stock by Goldman, Sachs & Co.
Corporate and Securities Offerings
We help Israeli companies conduct efficient and cost-effective IPO’s and follow-on public offerings, leveraging our broad
practice in both high-technology and cross-border public offerings. Since the beginning of the millennium we have handled
more NASDAQ public offerings for Israeli companies than any other international law firm.
- Allot Communications. We represented Lehman Brothers and Deutsche Bank Securities as underwriters in the $78 million initial public offering
by Allot Communications, Ltd., a provider of intelligent IP service optimization solutions.
- Calisra Ventures, LP. We represent Calisra, which focuses on early stage investments in Israel-based biotech companies, on its corporate and
fund operation matters.
- ConteXtream. We assisted ConteXtream, an Israeli venture-backed provider of communication servers for video, voice, data, and multi-play
telecommunications, in preparations for the company’s plans to start operations in the U.S.
- Gilat Satellite Networks. We represented Cowen and Company, LLC, and CIBC World Markets as underwriters in the $60 million initial public offering
by Gilat Satellite Networks.
- Mellanox Technologies. We represented Credit Suisse, JPMorgan Chase & Co., Thomas Weisel Partners, and Jefferies & Company, Inc., as underwriters
in the $117 million initial public offering of Mellanox Technologies, Ltd., an Israeli supplier of semiconductor-based high-performance
interconnect products.
- Protalix Biotherapeutics. We assisted Protalix in connection with a “reverse merger” into an inactive U.S. public company, an American Stock Exchange
listing and the filing of a shelf registration statement pursuant to which it will have the ability to offer common stock
in the United States. This series of transactions had the effect of transforming Protalix from an Israeli private company
to a U.S. public company, the shares of which are listed for trading on the AMEX.
- RRSat Global Communications Network. We represented RRSat Global Communications Network Ltd. in its $47.5 million initial public offering on NASDAQ.
- Silicom Ltd. We represented Cowen and Company, LLC, as placement agent in the $17.9 million private placement of ordinary shares and
warrants by Silicom Ltd., a provider of high-performance server/appliances networking solutions.
- VocalTec Communications. We represented JMP Securities LLC, as placement agent, in the $5.1 million private placement of common stock and warrants
by VocalTec Communications Ltd., an Israel-based global provider of carrier-class multimedia and voice-over-IP solutions for
communication service providers.
- Vuance. We represent Vuance Ltd., an Israeli developer of access control, security, and incident management systems and RFID solutions,
in connection with securities and corporate law issues, including listing of the company’s shares on NASDAQ and its reporting
obligations under U.S. law.
Litigation and Dispute Resolution
We represent Israeli companies and organizations in litigation and international arbitration proceedings throughout the United
States and around the world to protect their global interests. Representative matters of the past year include:
- EPOS / Pegasus Technologies. We represent EPOS, an Israeli provider of advanced digital positioning technology, in a dispute and a lawsuit against Pegasus
Technologies regarding alleged patent infringement in relation to digital pen technology.
- Negevtech / Applied Materials. We represent Negevtech, an Israeli manufacturer and supplier of optical wafer inspection systems, in a patent litigation
suit brought by Applied Materials in the Northern District of California.
- Notal Vision / Carl Zeiss. We obtained a $9.8 million arbitration judgment for Notal Vision against Carl Zeiss in a licensing dispute involving Notal’s
technology for a device capable of diagnosing the leading cause of age-related blindness before vision loss has occurred.
Intellectual Property Protection and Technology Transactions
We offer our clients comprehensive intellectual property programs to protect their global interests, based on our practical
experience in prosecuting patent applications, handling interference proceedings, providing IP strategic counseling, and structuring
complex licensing arrangements.
- Negevtech. We represent Negevtech in connection with two reexamination proceedings in front of the U.S. Patent and Trademark Office
in relation to patents describing systems and methods for optical inspection of semiconductor wafers.
- Syneron / Procter & Gamble. We represented Syneron Medical, an Israeli medical device company, in a Global Exclusive Agreement to Develop and Supply Home
Use Devices to Enhance Skin Appearance with the Procter & Gamble Company.
- Teva Pharmaceuticals. We represented Teva Pharmaceuticals in connection with several patent due diligence and prosecution matters in the biotechnology
area.
Asia–Israel Cross-Border Transactions
We offer practical advice in dealing with Asian companies. With the largest law office of any U.S. firm in Tokyo, as well
as offices in Singapore, Hong Kong, Shanghai, and Beijing, we provide experience, knowledge and introductions that can help
build the relationships that Israeli companies need for their global operations. In the past year we were involved with several
Japan–Israel investments and Israel-China joint ventures.
- Mobileye. We represented this Israeli provider of vision systems for intelligent transportation systems, in establishing a corporate
footprint in Japan. After initially entering the Japan market under a branch structure, Mobileye saw a need to further strengthen
its presence in Japan to take advantage of potential marketing opportunities. We represented Mobileye in incorporating a
stock corporation under Japan’s new Business Corporation Law.
- Toshiba Corporation / SanDisk IL (formerly, M-Systems). We represented Toshiba Corporation in connection with the wind-down of its strategic investment (which included arrangements
for joint development, product supply, and cross licensing of intellectual property) in M-Systems, an Israeli leader in flash-based
data storage, pursuant to M-Systems' acquisition by SanDisk.
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Presentations from our Recent Seminars in Israel
In the past year we hosted and participated in the following seminars in Israel:
- Raising Capital and Achieving Liquidity, Tel Aviv, July 18, 2007
At the Annual Morrison & Foerster Global Capital Markets Seminar, Bruce Mann, Joel Haims and Oz Benamram provided guidelines
for Israeli companies on raising capital and introduced various paths for investors to achieve liquidity.
- New Developments in Sarbanes Oxley Regulations, Tel Aviv, March 21, 2007
Yaacov Gross presented, together with experts from Ernst & Young and other experts, the latest developments in Sarbanes Oxley
regulations and the implications for assessment of the company’s internal control over financial reporting.
- Cross Border Mergers & Acquisitions for Israeli Companies, Tel Aviv, October 17, 2006
Bruce Mann and Gal Eschet presented a program on cross-border mergers and acquisitions, covering intellectual property, securities,
tax, and accounting issues, as well as negotiating strategies, for Israeli companies interested in acquiring or being acquired
by U.S. companies.
- Option Backdating, Tel Aviv, October 16, 2006
Morrison & Foerster co-sponsored the Forbes Israel Annual CEO of the Year dinner and "Performance Versus Rewarding" seminar,
where Bruce Mann spoke about Option Backdating.
As strong believers in the Israeli economy, we continue to host and sponsor Israel-related events in the United States, and
to support the following organizations: Israel-America Chamber of Commerce, America-Israel Camber of Commerce, California Israel Chamber of Commerce, Israeli Business Forum of New York, Israel Venture Network, and New Israel Fund.
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New on the Morrison & Foerster’s Hebrew Website
The popularity of our Hebrew website, located at www.mofo.co.il, continues to grow, with thousands of visits every month. Some of the recent articles we published on our Hebrew website
include:
טכנולוגיה נקייה: מגמות בהשקעה
• הרשות לניירות ערך מציעה להקל בדרישות החלות על הקצאות פרטיות
• רפורמה בנוגע לתנאי הרישום וחובות דיווח של חברות ציבוריות קטנות
• מגמות המימוש (אקזיט) של הון הסיכון בביוטכנולוגיה יוטכנולוגיה
• בית המשפט העליון האמריקאי מקל על ביטול פטנט שאין בו משום התקדמות המצאתית
Morrison & Foerster in the Israeli Media
• קניין רוחני כנכס אסטרטגי
מאת עו"ד גל עשת, הארץ (25 בספטמבר 2007)
• מגגלים את הפירמה
The Business Post מתאר כיצד מוריסון פורסטר הפכה לפירמה הראשונה בעולם שפיתחה מערכת דמויית גוגל לניהול מידע (16 בספטמבר 2007)
• ישראל הפכה ליעד השקעה עולמי
The Business Postמסכם את הכנס השנתי של מוריסון פורסטר בישראל בנושא שווקי הון גלובליים (19 ביולי 2007)
• שוק המיזוגים התחדש אחרי המלחמה
סיכום הכנס השנתי של מוריסון פורסטר בישראל בנושא מיזוגים ורכישות בינלאומיים, הארץ (18 באוקטובר 2006)
To subscribe to MoFo's Israel Practice News, please click here.
For more information about our continued support of Israeli companies please contact Oz Benamram, Head of our Israeli Desk, at +1-212-506-7351 or israel@mofo.com.
Please visit us at www.mofo.com/israel (English) or www.mofo.co.il (Hebrew).
