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Israel Practice News -- Fall 2006
October 2006
Israel Practice News -- Fall 2006
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:
MoFo Seminars in Israel
As strong believers in the business opportunities in Israel and following two successful seminars we have conducted in Israel
earlier this year, we are pleased to invite our clients and friends to join us at two events in Tel Aviv:
- Cross Border Mergers & Acquisitions for Israeli Companies, Tel Aviv, October 17, 2006
Bruce Mann, Yaacov Gross, John Hou, and Gal Eschet will present 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. For more information and registration, click here.
- Option Backdating, Tel Aviv, October 16, 2006
Morrison & Foerster will co-sponsor the Forbes Israel Annual CEO of the Year dinner. Bruce Mann will speak about Option Backdating
at the "Performance Versus Rewarding" seminar. For more information and registration, click here.
Presentations from earlier seminars we have conducted in Israel are available online at www.mofo.co.il/events:
- Beyond Corporate Compliance, June 11, 2006
David Doyle and Oz Benamram presented a program on Knowledge Management, Data Retention and E-discovery at the annual conference
of the Israeli Chapter of the Association of Corporate Counsel at Herzliya.
- Raising Capital and Achieving Liquidity, February 27, 2006
Bruce Mann, Lloyd Harmetz, James Gubbins, and Oz Benamram presented a program on ways for companies to raise capital in the
global markets and for shareholders to achieve liquidity and preserve their investments.
- Maximizing the Commercial Value of Your IP, October 31, 2005
Gladys Monroy, Anthony Press, Oz Benamram, and Gal Eschet presented a program on strategies for Israeli high-tech and biotech
companies to maximize their market value by protecting and leveraging their intellectual property in the United States and
around the world.
- More
Client News
Below are some of the 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 involving Israeli companies in the past year.
- Mercury Interactive / Hewlett-Packard. We represented Mercury Interactive Corp., an IT management software company and one of Israel’s largest software companies,
in its acquisition by HP for a value of approximately $4.5 billion.
- Ceva / GPS technology. We represented Ceva, Inc. in a tripartite transaction whereby Ceva spun off its GPS technology in return for equity in
the spin-off company, which concurrently completed a $16.2 million venture capital financing and acquired substantially all
of the RF technology and assets of RFDomus, Inc.
- Passave / PMC-Sierra. We represented Passave, Inc., an Israeli-based provider of system-on-chip semiconductor solutions for the Fiber-To-The-Home
(FTTH) access market, in connection with its acquisition by PMC-Sierra, Inc., a global supplier of gigabit FTTH semiconductors
for the broadband access network, for approximately $300 million in securities.
- PhoTags / Smith Micro Software. We represented Smith Micro Software, Inc., a developer and marketer of a wide range of software and services for the wireless
market, in its acquisition of PhoTags, Inc., a developer and marketer of photo and music management technology, with its R&D
activities based in Jerusalem, Israel.
- Verint / CM Insight. We represented Verint, a subsidiary of Comverse and a provider of analytic software-based solutions for security and business
intelligence, in its acquisition of the business of CM Insight, a privately-held customer management solution provider based
in the UK, for approximately $5.8 million in cash at closing and additional earn-out payments over two years based on certain
performance targets.
- The McGehee Group / Main.net. We represented The McGehee Group, LLC, a private investment group, in its successful bid to acquire a controlling interest
in Main.net Communications Ltd., an Israeli company which has developed and commercialized broadband over power lines technology
and applications. Our representation included the negotiation of strategic agreements with creditors and equity holders of
Main.net and tactical advice regarding The McGehee Group’s participation in an auction administered by Main.net’s court appointed
Trustee.
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.
- Scopus. We represented Thomas Weisel Partners LLC, CIBC World Markets, Needham & Company, LLC, and Oppenheimer & Co. as underwriters
in the $31.5 million initial public offering by Scopus Video Networks Ltd., an Israeli provider of IP-based digital video
networking platforms for video delivery over broadcast and broadband IP-based networks.
- IncrediMail. We represented Israel-based IncrediMail Ltd. in connection with the first Israeli initial public offering on NASDAQ in 2006.
- Passave. We represented certain of Passave’s former shareholders in the underwritten resale of the shares of PMC-Sierra issued to
them in connection with the merger of the two companies.
- Israel Infrastructure Fund. We represented the Israel Infrastructure Fund in the formation of a fund whose purpose is to
invest in Israel.
- New Enterprise Associates. We represented this venture capital firm in its investment in PortAuthority Technologies, Inc., an Israeli company specializing
in information leak prevention.
- First Israel Fund. We represented the independent directors of First Israel Fund in the establishment of this closed-ended investment company,
designed for investment primarily in equity and debt securities of Israeli companies, and continue to represent the fund directors
in connection with ongoing compliance and operational issues.
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.
- Negevtech. We represent this 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. We represent Notal Vision, Ltd., an Israeli developer of a device capable of diagnosing the leading cause of age-related
blindness before vision loss has occurred, in arbitration of a contract dispute with its sales and marketing partner, Carl
Zeiss.
- Argoquest Holdings LLC. We represent this venture company that invests in Israeli startups in a Ninth Circuit appeal from a district court dismissal
of commercial litigation for forum non conveniens.
- Polycom Inc. and Polycom Israel Ltd. v. Codian Ltd. and Codian Inc. We are defending British videoconferencing startup Codian Inc., against patent infringement allegations brought by Polycom
Inc. and Polycom Israel Ltd. in the Eastern District of Texas.
I ntellectual 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.
- GI View. We represented this Israeli medical device company that is developing endoscopes for the gastrointestinal market, in the
analysis of its patent portfolio and in providing strategic patent advice.
- Negevtech. We have filed in the United States Patent and Trademark Office two requests, on behalf of Negevtech, seeking reexamination
of certain claims of Applied Materials' patent that was the basis of Applied Materials' lawsuit against Negevtech.
- Omrix Biopharmaceuticals. We represent this Israeli biotechnology company, which develops and markets a unique surgical sealant, in the negotiation
of a Cooperative Research and Development Agreement (CRADA) with the National Institutes of Health for a five-year study relating
to avian and seasonal influenza.
- Passave. We represented Passave in establishing and documenting its procurement relationship with Huawei Technologies Co., a leading
Chinese player in the global telecommunications market, under which Passave provided products and services to Huawei. In
addition, we represented Passave in negotiating a development agreement with Siemens, under which Passave modifies certain
Siemens’ technology for the purpose of incorporating such modified technology into Passave’s GPON Chip Sets.
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 N.V. We represented this developer of automated on-board driver assistant systems with an R&D subsidiary in Israel, 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.
Israel-related Events
As strong believers in the business opportunities in Israel, we continue to host and sponsor Israel-related events in the
U.S.
- Israel's Economy: Challenges throughout Rapid Growth. Bruce Mann and Gal Eschet hosted the California Israel Chamber of Commerce first ever event in San Francisco on May 11, 2006.
- U.S.–Israel Mobile Technology Delegation to the West Coast. We were the exclusive law firm sponsor of the delegation, which consisted of about a dozen Israeli startup companies, in
March 2006. As part of our sponsorship, William Schwartz spoke at the "Next Phase Wireless Showcase."
- The New Israel Fund Annual Benefit. Morrison & Foerster sponsored and Oz Benamram co-chaired the Annual New York New Generations Benefit of the New Israel Fund on June 14, 2006.
- Israel Business Forum of New York. Morrison & Foerster continues to support the Israeli Business Forum of New York and host its monthly meetings in our offices.
- More
Morrison & Foerster’s Hebrew Website
The popularity of our Hebrew website, located at www.mofo.co.il, continues to grow, with about 2,000 visits per month. The uniqueness of our Hebrew website was recognized in an article
published by The Jewish News Weekly: "Law Firm Caters to Hebrew-Speaking Web Surfers."
To subscribe to MoFo's Israel Practice News, please click here.
For more information about our continued support of Israeli companies please contact our Israel Practice Coordinator, Oz Benamram,
at +1-212-506-7351, or Gal Eschet on the West Coast, at +1-415-268-7581, or email your request to israel@mofo.com. You can also visit us at www.mofo.com/israel (English) or www.mofo.co.il (Hebrew).
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