Michael O’Bryan is a partner in the firm’s Corporate Finance Group and a co-chair of the firmwide Mergers & Acquisitions Group. His practice focuses on U.S. and international mergers, acquisitions, divestitures, and other strategic transactions, including the representation of companies and special committees in “going private” and other related party transactions. He has worked extensively with clients in the software, telecommunications, computers and peripherals, and healthcare/pharmaceutical sectors and with investment banks in their M&A activities.

Mr. O’Bryan’s recent transactions include the representation of:

• Saifun Semiconductors Ltd., in its $368 million acquisition by Spansion, Inc.;
• Therma-Wave, in its acquisition by KLA in a cash tender offer;
• Oracle Systems Corporation, in its acquisition of SPL WorldGroup Holdings, LLC, an enterprise software company which targets major utilities;
• The special committee of the board of directors of Crowley Maritime Corporation, in its $93.5 million tender offer acquisition by Crowley NewCo Corporation;
• Glenborough Realty Trust, in its $1.9 billion acquisition by Morgan Stanley Real Estate Fund;
• Mercury Interactive, in its $4.5 billion acquisition by Hewlett-Packard, the largest computer software transaction in 2006 (Mergerstat January 2007);
• Legacy Estate Group, in its $97 million sale to Kendall-Jackson through a bankruptcy auction;
• 724 Solutions, in its going private transaction pursuant to a Canadian plan of arrangement;
• Del Monte Foods, in its $580 million acquisition of the Milk-Bone brand and other assets from Kraft;
• Inamed, in its $3.4 billion business combination with Allergan, and its prior proposed merger with Medicis;
• American Pharmaceutical Partners, in its $4.1 billion acquisition of its majority shareholder, American BioSciences;
• Access, of Japan, in its $350 million acquisition of PalmSource;
• Johnson Electric Holdings Limited, a Hong Kong stock exchange listed company, in its $75 million acquisition of Parlex;
• MarketWatch, in its $520 million acquisition by Dow Jones;
• Atrix Laboratories, in its $850 million acquisition by QLT of Canada;
• Verio, in the $6 billion tender offer by NTT for the shares it did not already own and Verio’s concurrent tender offer for over $1 billion of debt securities;
• Hitachi, Ltd., in its $2.0 billion acquisition of IBM’s hard disk drive business, with more than 20,000 employees in eight countries;
• The special committee of Kenetech, in the company’s $35 million management buyout;
• Objective Systems Integrators, in its $600 million cash tender offer acquisition by Agilent Technologies;
• McGrath RentCorp, in its proposed $480 million acquisition by Tyco;
• Campari of Italy, in its acquisition of a majority interest in and options to purchase the remainder of Skyy Spirits for $210 million; and
• Ravenswood Winery, in its $160 million acquisition by Constellation Brands

Mr. O’Bryan joined Morrison & Foerster in 1988, and worked in the firm’s Tokyo office from July 1990 through May 1994 before moving to the San Francisco office. Prior to joining the firm, he worked at a Japanese law firm for two years, concentrating on cross-border transactions, including financings and joint ventures.

Mr. O’Bryan is the author or co-author of various articles on M&A and related topics, including “Tender Offers: An answer to the need for speed” (Deal Drivers, 2007), “Lessons from Disney” (Asian Counsel, September 2005), “Acquiring or Selling a Controlled Company in the U.S.” (Global Counsel M&A Handbook, 2005-2006) and “The ‘Best Price’ Rule Continues to Vex: Rule 14d-10 under the Exchange Act of 1934” (National Law Journal, 2004). He speaks regularly on domestic and cross-border M&A issues, such as at the Singapore American Business Association’s recent program on “Financing Business Activities in China — Getting Money In and Getting Money Out” and PLI’s telephone briefing on “Keeping Up with Good Faith; Minimizing the Risk of Personal Liability.” He is a member of the American Bar Association’s Committee on Negotiated Acquisitions and Task Force on Public Company Acquisitions. Mr. O’Bryan serves on the executive committee of the board of directors of the Japan Society of Northern California.

Mr. O’Bryan received B.A. degrees in history and economics, with highest distinction and high honors, from the University of Michigan in 1983. He received his J.D. degree, cum laude, from Harvard Law School in 1988, where he was an editor of the Harvard International Law Journal.