LAWRENCE M. CHU

Larry Chu is a partner in Goodwin Procter’s Business Law Department and a member of its Technology Companies, M&A/Corporate Governance and Private Equity Practices, and helps lead the firm’s Technology M&A Practice on the West Coast.  He represents domestic and non-U.S. public and private companies in mergers and acquisitions, dispositions and corporate finance transactions in the technology, Internet, digital media, financial technology, e-commerce and biotech industries, and also has represented clients in the consumer products (including CPG), beverages, apparel, telecommunications, oil and gas, industrial products and manufacturing, banking and financial services, and asset management sectors.  In addition, he represents private equity funds in connection with the acquisition of, and investment in, certain public and private portfolio companies, as well as banking clients in connection with their roles as financial advisor and dealer/manager on M&A transactions.

Mr. Chu's transaction experience includes public and private mergers and acquisitions, tender and exchange offers, carve-out transactions, asset acquisitions and dispositions, recapitalizations, management buyouts and going-private transactions, joint venture arrangements, and strategic alliances and minority investments.  He also has extensive experience with cross-border transactions and has helped a number of serial acquirors manage their buy-side M&A programs.

WORK FOR CLIENTS

Mr. Chu has regularly represented the following companies in merger and acquisition transactions:

• McAfee, including in its acquisition of Secure Computing, for approximately $497 million in cash, and in its acquisition of Safeboot Holding B.V. for $350 million in cash
• Informatica Corporation, in over 10 acquisition transactions, including in its acquisitions of Identity Systems (a division of Nokia), Applimation, Agent Logic, Siperian, 29West, WisdomForce Technologies and its successful public bid for Heiler Software AG
• Pegasystems, including in its cash tender offer for all of the outstanding shares of common stock of Chordiant Software, for approximately $161.5 million in the aggregate
• RichRelevance, including in its acquisition of European online merchandising software maker, Avail
• Guidewire Software, including in its acquisition of data management and business intelligence software provider, Millbrook, Inc.
• CyOptics, including in its acquisition of the Photonics division from Pirelli & Co., and in its merger with Apogee Photonics, as well as in connection with its pending acquisition by Avago Technologies Ltd. for $400 million in cash
• Merrill Lynch, Pierce, Fenner & Smith, Blackstone, J.P.Morgan and Goldman Sachs in their roles as financial advisor on numerous M&A transactions

In addition, Mr. Chu has advised on the following transactions:

• EdgeSpring, in its sale to Salesforce.com, for cash and stock consideration in an undisclosed amount
• StoneCalibre Private Investment Company, in its acquisition of the business and assets of Source Technologies for an undisclosed sum
• Canaan Partners, August Capital, InterWest Partners and Southern Cross Venture Partners in the sale of their portfolio company, Virsto Corporation, to VMWare for an undisclosed sum
• Longboard Media, in its sale to Bazaarvoice, Inc. for cash and stock consideration of approximately $32.7 million plus contingent consideration of up to $11 million in cash
• Vyatta, Inc., in its sale to Brocade Communications Systems, Inc. for an undisclosed amount
• Merchant eSolutions in its sale to Cielo, S.A. for over $700mm in enterprise value
• Extend Health in its sale to Towers Watson for $435 million in cash plus the assumption of unvested options
• Amobee in its acquisition by Singapore Telecommunications for cash consideration, adjusted for certain debt items, of approximately $321 million
• LiveOffice in its acquisition by Symantec for $115 million in cash
• Cotendo in its acquisition by Akamai Technologies for a net cash payment of approximately $268 million, after expected purchase price adjustments
• OPENLANE in its sale to KAR Auction Services for $210 million in cash plus excess cash at closing
• EAM Software Holdings Pty (MINCOM), a Francisco Partners portfolio company, in its sale to ABB Asea Brown Boveri for an undisclosed amount
• newScale in its sale to Cisco Systems for an undisclosed amount
• Snaptu in its sale to Facebook for an undisclosed amount
• AFCV Holdings, a Summit Partners portfolio company, in its leveraged take-private acquisition of Answers Corporation for approximately $127 million in cash
• Skype Technologies in its acquisition of Qik for an undisclosed amount
• Isilon Systems in its acquisition by EMC for approximately $2.25 billion in cash
• Trintech Group in its sale to Spectrum Equity Investors in a leveraged buyout for approximately $129.4 million in cash
• Blade Network Technologies, a Garnett & Helfrich portfolio company, in its sale to IBM for an undisclosed amount
• CityDeal Europe in its sale to Groupon for an undisclosed amount
• Jajah in connection with its sale to Telefónica O2 for $207 million in cash
• Interpark and Mr. Ki Hyung Lee (chairman of the board of directors of Interpark and Gmarket), who together hold approximately 34% of Gmarket, in connection with the structuring and negotiation of various tender offer, key shareholder and other agreements relating to eBay’s acquisition of Gmarket for approximately $1.2 billion in aggregate cash consideration, and the related proposed combination of eBay’s Korean marketplace business, Internet Auction Company, with Gmarket
• Skullcandy in connection with its recapitalization and investment by private equity firm Goode Partners
• Vue Technology in its sale to Sensormatic Electronics, a subsidiary of Tyco International
• Sony Corporation of America in its acquisition of Gracenote for $260 million in cash plus other contingent consideration
• Fourteen40, parent company of CaféScribe, in its sale to the Follett Corporation
• The Nolet family of Holland, owners of Ketel One vodka, in connection with the formation of a 50/50 company with Diageo and corresponding contribution of IP rights and other assets to such company, together with the entry into of certain service arrangements, in exchange for $900 million in cash
• ShareBuilder in its sale to ING Direct Bancorp for $220 million
• Traiana in its sale to ICAP PLC for approximately $251 million in cash and assumed debt
• Navis Holdings in its proposed sale to Zebra Technologies for approximately $145 million in cash
• Altiris in its merger with Symantec for $830 million
• Atmel in its $130 million cash and stock acquisition of QRG Limited, based in the U.K.
• Cypress Semiconductor in the divestiture of its SVTC division to Oak Hill Capital Partners and Tallwood Venture Capital
• Check Point Software Technologies in its acquisition of Protect Data AB for approximately $586 million in cash
• CNOOC in its $18.5 billion proposal to acquire Unocal Corporation
• EQT Private Equity in the acquisition of MTU Friedrichshafen and related off-highway engines business of DaimlerChrysler for €1.6 billion
• NTL in its $6 billion cash and stock merger with Telewest Global

PROFESSIONAL ACTIVITIES

Mr. Chu is a member of the American Bar Association, State Bar of California and New York State Bar Association, and serves on a number of advisory boards, including for Fahrenheit 212, a leading innovation consultancy, and Zarbees, a leading natural remedies company.

MEDIA

Mr. Chu is a frequent speaker at, and participant on, M&A panels and conferences and is the author of:

“Delaware Court Applies Entire Fairness Standard of Review to a Sale to a Third Party When the Company Has a Controlling Shareholder,” The M&A Lawyer, November/December 2009

“Innovation and Frustration: The Developing Contours of Delaware Law Regarding Controlling Stockholders and Subsidiary Boards,” IBA Annual Mergers & Acquisitions Conference Paper, June 2005

PROFESSIONAL EXPERIENCE

Prior to joining Goodwin Procter in 2012, Mr. Chu was partner in the mergers and acquisitions and private equity practices at Wilson Sonsini Goodrich & Rosati in San Francisco.  Previously, he practiced at Davis Polk & Wardwell in New York and London.

BAR AND COURT ADMISSIONS

Mr. Chu is admitted to practice in California and New York.

RECOGNITION

Mr. Chu has been selected for inclusion in the 2012 and 2013 editions of Northern California Super Lawyers and the 2013 edition of The Legal 500 in the areas of Mergers and Acquisitions, Private Equity and Technology Transactions.