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August 18, 2011 7:49 PM

Seven Firms Advise as Hewlett-Packard Offers $10.3 Billion for Autonomy

Posted by Hannah D'Apice

Update, 8/22/11, 1:30 p.m. EDT: This story has been updated to incorporate the names of partners from Morgan, Lewis & Bockius and Slaughter and May advising Autonomy in this matter. It has also been revised to include information about Autonomy's general counsel and teams from Skadden, Arps, Slate, Meagher & Flom and White & Case that was not included in the original version of the story.

Hewlett-Packard announced Thursday that it intends to acquire British software maker Autonomy for $10.3 billion.

Word of the deal came amid a flurry of HP news that included the announcement that the company is "implementing a plan to fundamentally transform" itself by potentially spinning off its personal computer unit and scrapping the WebOS line of products that includes smartphones and tablet computers, according to a separate statement. 

To some industry analysts, the simultaneous decisions to acquire Autonomy while shedding a key hardware unit signal a move by HP to switch from computer maker to business software and services provider.

The all-cash deal, which is expected to close by the end of 2011, values Autonomy shares at $42.11 apiece, a 64 percent premium over the stock's Wednesday closing price, according to HP's statement announcing the transaction. The bid is likely to draw rival offers, Reuters reported.

In buying Cambridge, England–based Autonomy, HP acquires software that searches data in e-mail, music, video, and posts on social networks, Bloomberg noted. 

Gibson, Dunn & Crutcher is acting as HP's primary deal counsel in both the United States and the United Kingdom. The U.S. team includes M&A partners Dennis Friedman and James Moloney, and finance partners Aaron Adams and Darius Mehraban. In the U.K., HP is being advised by Gibson, Dunn M&A partners Jeffery Roberts and Selina Sagayam and finance partner Gregory Campbell.

Freshfields Bruckhaus Deringer is acting as cocounsel for HP on international antitrust and diligence issues; and Drinker Biddle & Reath is providing special counsel on antitrust issues. 

Two teams from Skadden, Arps, Slate, Meagher & Flom are advising HP on the transaction—one for HP Company with respect to tax matters, and one for HP’s board of directors. Representing HP Company are tax partners Paul Oosterhuis, Matthew Rosen, and Hal Hicks. Counsel to HP's Board of Directors is M&A partner Peter Atkins, and corporate and securities law partner Kenton King.

Gibson, Dunn, Freshfields, and Drinker Biddle all previously advised HP on the company's $1.5 billion buy of security software maker ArcSight last September, with Gibson, Dunn and Freshfields acting as lead counsel and Drinker Biddle advising on antitrust issues. HP also tapped Gibson, Dunn for counsel on its $1.2 billion purchase of handheld device maker Palm Inc. in April 2010.

HP’s in-house team includes general counsel Mike Holston, deputy general counsel Paul Porrini, associate general counsels David Ritenour and Rick Arnold.

Autonomy was represented on the transaction co-counsel Morgan Lewis & Bockius and U.K. firm Slaughter and May. Andrew Kanter is Autonomy's COO and general counsel.

Morgan Lewis advised on antitrust issues, with a team that included antitrust partners Izzet Sinan and Harry Robins; M&A partner William Myers; tax partner Barton Bassett; and securities partner David Sirignano. The firm most recently advised Autonomy on its $380 acquisition of assets from Boston-based Iron Mountain, the world's largest document storage company. Prior to that, Morgan Lewis handled Autonomy's $775 million purchase of Interwoven, a content management firm, in 2009.

The Slaughter and May team was led by M&A partners Stephen Cooke and Gary Eaborn, and included pensions and employment partner Roland Doughty.

Also on the Autonomy side, White & Case corporate partner Philip Broke and M&A partner Gavin Weir acted as counsel to Qatalyst Partners, Autonomy's lead financial advisor.

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