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Computer Hardware & Software
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Overview |
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Morrison & Foerster has extensive experience in representing clients in complex computer hardware and software transactions.
From the founding of our Tokyo office in 1987, many of our key clients have been the leading Japanese computer and computer
peripherals companies as well as software developers and distributors. We have been particularly active in transactions involving
computers and computer peripherals, LCD’s, plasma displays, hard disk drives and other storage technologies.
Computer Hardware
Examples of recent computer hardware-related transactions on which we have advised include:
- Hitachi’s acquisition of IBM’s Hard Disk Drive business (2005). We represent Hitachi in its $2 billion acquisition of IBM’s hard disk drive business with more than 17,000 people and manufacturing,
research & development, and distribution facilities in over two dozen countries around the world. As part of this transaction,
we negotiated agreements for long-term supply of key hard disk semiconductor components by IBM, the provision of R&D services,
the purchase by Hitachi of over 1,000 IBM patents, and licenses for substantial non-transferred technology.
- Fujitsu’s strategic alliance with Cisco Systems (2005). We represented Fujitsu in its strategic alliance with Cisco Systems for the integration of the parties’ product lines for
high end routing and switching products.
- Fujitsu’s sale of Fujitsu Hitachi Plasma Display (2005). We represented Fujitsu in its sale to Hitachi of a 30.1% interest in Fujitsu Hitachi Plasma Display Limited, a leading
manufacturer of plasma display panels, as well as in connection with the transfer of certain PDP patents to Hitachi.
- TDK’s Acquisition of Amperex Technology Limited (2005). We represented TDK in its acquisition of Amperex, a China-based lithium battery maker for $110 million.
- Fujitsu’s global alliance with Sun Microsystems (2004). We represented Fujitsu in its global strategic alliance with Sun Microsystems, in which the two companies combined their
world-wide UNIX server businesses. As part of the transaction, among other things, we negotiated agreements for supply of
semiconductors and complete server systems, development of next-generation semiconductor components and servers and the licensing
and support of operating system and related software.
- Ricoh’s acquisition of Hitachi’s printing business (2004). We represented Ricoh in international aspects of its $600 million acquisition of Hitachi’s printing business, including
facilities in the United States, Mexico and Europe.
- Dai Nippon Printing’s purchase of a majority stake in Pixel Magic (2004). We represented Dai Nippon Printing and Altech ADS in their acquisition of a majority stake in Pixel Magic, a leading integrator
of electronic components for digital printing.
- Toshiba's CRT joint venture with Matsushita (2003). We represented Toshiba in the merger of its cathode-ray tube manufacturing operations with those of Matsushita. The joint
venture company integrated 15,000 employees, and was the world’s third largest manufacturer of TV picture tubes, with annual
sales of over $2 billion on formation.
- Toshiba's LCD joint venture with Matsushita (2001-2003). We also represented Toshiba in a series of transactions with Matsushita relating to the companies’ LCD businesses. In 2001,
we represented Toshiba in establishing a $1 billion TFT LCD plant in Singapore, jointly owned by Toshiba and Matsushita (then
the largest foreign investment in Singapore to date). In 2002 and 2003, we represented Toshiba in the formation of a global
LCD joint venture with Matsushita integrating all aspects of the companies’ LCD businesses.
Computer Software
Examples of recent software-related transactions on which we have advised include:
- Access’s acquisition of PalmSource (2005). We represented Access, a leading provider of content for mobile devices, in its acquisition of PalmSource, Inc., a NASDAQ-listed
software developer best know for developing the operating system for Palm products, for approximately $350 million ($18.50/share).
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- SOFTBANK BB acquisition of Betrusted Japan Co. Ltd. (2005). We represented SOFTBANK BB Corp. in licensing and distribution aspects of its acquisition of a majority interest in Betrusted
Japan pursuant to which Betrusted secured the exclusive right to sell Cybertrust electronic certification and public key products
in Japan.
- Kana Software localization and other agreements (2005). We represent Kana Software, the CRM solution provider, in localizing its license agreements for use in Japan and in drafting
and negotiating Japan-specific distribution and service agreements.
- The Nikko Securities Co. Ltd. software licenses (2005). We represented the Nikko Securities and its subsidiary, Financial Network Technologies in multiple negotiations to obtain
licenses to software used to access and assess financial products over the Internet.
- Yahoo Japan search engine transactions with Google and Overture (2004). We represented Yahoo Japan in its sponsored search transactions with Google and Overture and in a series of other search-related
and commercial transactions.
- Yahoo Japan Co-branded toolbars (2004). We represented Yahoo Japan in drafting and negotiating agreements to develop and license co-branded versions of the Yahoo
Japan companion toolbar for distribution with certain Adobe and Macromedia software products.
- Fujitsu IT Holdings sale of Softek (2003). We represented Fujitsu IT Holdings in the sale of Softek, its U.S. storage software subsidiary, to a consortium led by Investcorp,
Columbia Capital, and Needham Capital.
- ACCA Networks software development (2002). We represented ACCA in its software development outsourcing arrangements with two leading Indian software development companies,
Wipro and CTS.
- Aplix development and licensing of wireless communications software (2001-2003). We represented Aplix Corporation, a developer of embedded Java software solutions, in multiple licensing negotiations with
carriers, handset manufacturers, software developers and other participants in the wireless communications industry.
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