Morrison & Foerster's Tokyo office has extensive experience in representing Japanese and foreign clients in complex computer hardware and software transactions. From the founding of our Tokyo office in 1987, many of our key clients have been 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 $4.8 billion sale of Hitachi Global Storage Technologies (HGST) to Western Digital. We represented Hitachi, Ltd. in its sale of its hard disk drive subsidiary, Hitachi Global Storage Technologies (HGST) to Western Digital for $4.8 billion in cash and stock. At the time of sale, HGST had over 40,000 employees worldwide and was one of the world’s leading HDD manufacturers. We also represented Hitachi in acquiring IBM's HDD business in 2005, and in combining that business with its existing HDD operations to form HGST.
- Hitachi’s $2 billion acquisition of IBM’s hard disk drive business. We represented Hitachi in its $2 billion acquisition of IBM’s hard disk drive business (with over 20,000 employees in 8 countries and manufacturing, research and development and distribution facilities in over two dozen countries around the world). We also negotiated agreements for the long-term supply of key hard disk semiconductor components and the provision of R&D services by IBM, the purchase by Hitachi of over 1,000 IBM patents, and licenses for substantial non-transferred technology.
- Toshiba Tec’s $850 million acquisition of IBM’s retail store point-of-sale solutions business. We are representing Toshiba Tec in its $850 million acquisition of IBM’s Retail Store Solutions business. The acquisition will make Toshiba Tec the world’s leading retail point-of-sale systems and solutions business, offering hardware, software and integrated in-store solutions.
- TDK’s $350 million acquisition of Alps' hard disk drive head business. We represented TDK in its purchase of Alps' business for the development, commercialization and manufacture of heads for hard disk drives for $350 million.
- TDK’s $260 million sale of its recording media business to Imation. We represented TDK in the sale of its recording media business (including branded tape, DVD, CD and similar products) to Imation for $260 million in Imation shares and cash.
- TDK’s $125 million acquisition of a controlling interest in Magnecomp. We represented TDK in the antitrust aspects of its acquisition of a 74% interest in Magnecomp Precision Technology, a Thailand-based maker of key components for magnetic heads used in hard disk drives for $125 million.
- TDK’s $110 million acquisition of Amperex Technology Limited. We represented TDK in its acquisition of Amperex, a China-based lithium battery maker, for $110 million.
- Fujitsu’s strategic alliance with Cisco Systems. 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 its interest in Fujitsu Hitachi Plasma Display. We represented Fujitsu in its sale to Hitachi of a 30% 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.
- Fujitsu’s global strategic alliance with Sun Microsystems. We represented Fujitsu in its global strategic alliance with Sun Microsystems, in which the two companies combined their world-wide UNIX server businesses. Among other things, we negotiated agreements for the supply of semiconductors and complete server systems, the development of next-generation semiconductor components and servers and the licensing and support of operating system and related software.
- Ricoh’s $600 million acquisition of Hitachi’s printing business. 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 and Altech ADS' acquisition of a majority stake in Pixel Magic. 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.
Computer Software
Examples of recent software-related transactions on which we have advised include:
- Hitachi Data Systems’ purchase of Archivas. We represented HDS in its purchase of Archivas, a U.S. developer of software archiving software.
- SBI Holdings’ license and services agreement with Euronext. We represented SBI Holdings in the negotiation of its license and services agreement with Euronext for the core technology platform to underpin a PTS (proprietary trading system) for Japanese equities.
- Hitachi’s acquisition of a controlling stake in M-Tech Information Technology. We represented Hitachi in its acquisition of a majority stake in M-Tech Information Technology, Inc., a leading provider of identity management software and services headquartered in Calgary, Canada.
- Autodesk’s acquisition of Bigvan assets. We represented Autodesk in its acquisition from Bigvan, Inc. of computer aided design (CAD) software-related assets designed to allow CAD products to comply with Japanese governmental standards.
- Access’s acquisition of PalmSource. We represented Access, a leading provider of content for mobile devices, in its acquisition of PalmSource, Inc., a NASDAQ-listed software developer best known for developing the operating system for Palm products, for approximately $350 million.
- Softbank BB's acquisition of Betrusted Japan Co. Ltd. We represented Softbank BB 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's localization and other agreements. We represented Kana Software, CRM solution provider, in localizing its license agreements for use in Japan and in drafting and negotiating Japan-specific distribution and service agreements.
- Nikko Securities' software licenses. We represented 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.
- Fujitsu IT Holdings' sale of Softek. 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. We represented ACCA Networks in its software development outsourcing arrangements with two leading Indian software development companies, Wipro and CTS.
- Aplix Corporation's development and licensing of wireless communications software. 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.