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Barbara L. Borden

By Mark Armao | May 8, 2019

May 8, 2019

Barbara L. Borden

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Cooley LLP

Barbara L. Borden

Borden represented email-delivery platform SendGrid Inc. in a stock-for-stock merger that was valued at $3 billion when the deal closed earlier this year. The company was absorbed by San Francisco-based Twilio Inc., which enables businesses to add various messaging capabilities to web applications.

In light of their complementary services, Borden said, the tech firms expected the acquisition to result in synergies that would benefit both companies. The market apparently agreed: The rising price of the companies’ stock added an additional billion dollars to the originally announced price of $2 billion.

“It’s traded up a lot more, even since closing,” Borden said, adding that the most challenging aspect of the deal was arriving at the right exchange ratio.

“I think the market reaction to [the deal] and how the stock has performed is evidence of the fact that it was a good strategic transaction,” she said. “It’s always rewarding to help companies accomplish their business objectives.”

Late last year, the deal lawyer represented Arena Pharmaceuticals Inc. in the $1.2 billion sale of a drug candidate to United Therapeutics Corp. Borden said the deal was a hybrid between an exclusive license agreement and a sale of myriad assets related to ralinepag, a pulmonary hypertension treatment that is undergoing clinical trials.

“They’re inherently more complex deals than some of the much larger public deals, because you have to identify the universe of assets that are being sold and negotiate which liabilities are picked up,” she said. “So it was an interesting transaction to work on from a legal perspective.”

Borden co-chairs Cooley’s M&A practice, which over the past decade has blossomed under her leadership. Last year, Mergermarket ranked the firm No. 6 in the nation by publicly announced M&A deal count.

“I’m very proud of what we’ve achieved,” she said. “When you consider that we don’t really do anything in the energy space, our national market share is pretty impressive.”

When the New Jersey native isn’t shepherding companies through multi-billion transactions, she enjoys reading, gardening and perambulating the sometimes uneven terrain in the mountain ranges of eastern San Diego County.

“I have a sprained ankle because I took a bad step hiking two weekends ago, but I like exploring the Cuyamacas,” she said.

— Mark Armao

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