Kilpatrick Stockton's Ben Barkley got the first draft of the merger agreement memorializing a planned $110 million acquisition of his client, EyeWonder Inc., by Limelight Networks Inc., at 6:30 a.m. on Thanksgiving Day.

“I thought this deal would go to Christmas Eve,” he says now, recalling that he spent hours at his cabin in the North Georgia mountains looking over the 100-plus-page agreement. His team got lucky: The deal closed on Dec. 21—just in time to free up the lawyers for the holiday weekend.

EyeWonder is a privately held Atlanta-based provider of interactive digital advertising technology. The company helps Forbes 2000 companies and smaller advertisers and publishers deliver and track video and various types of interactive ads. One of its products, according to a filing with the Securities and Exchange Commission, is a “pre-game ad product” which offers viewers an interactive video ad while they wait to play online games available on the Cartoon Network and Adult Swim.

Limelight, a public company based in Tempe, Ariz., offers a global infrastructure that allows users to bypass public Internet pathways and gain faster access to content.

The deal, which is expected to close in the first half of 2010, involves a $62 million cash payment, subject to EyeWonder's financial condition and closing, plus about 12.74 million shares of Limelight common stock. It also includes an earn out, Barkley said, which is increasingly common these days, providing that up to 4.86 million additional shares of Limelight common stock will be issuable in 2011 if EyeWonder achieves certain financial results in 2010.

Earn outs “have pretty much been in every M&A deal I've worked on in the last 12 months to two years,” Barkley said. “There's just a lot more perceived value gap out there.”

Barkley said one of the complicating factors of this deal was that EyeWonder had a handful of European subsidiaries that were not wholly owned. In order to move the deal along, he and his team spent a weekend rolling up the companies, working straight through from 9 a.m. on Sunday, Dec. 20, to 9 a.m. on Monday, Dec. 21. During that long day and night, he said, they held a shareholders' meeting at 10 a.m. German time—which was 4 a.m. for him in Atlanta, 2 a.m. for the buyer in Arizona and 1 a.m. for the buyer's attorneys at Wilson Sonsini in California.

“Anytime you have a transaction across that many time zones, the logistics and the hours are a challenge,” he said.

Barkley worked on the transaction with associate Jessica Nash, along with partners Lynn Fowler, Jerry Smith and Jennifer Schumacher.

Kilpatrick Stockton has represented EyeWonder since the company got start-up funding about a decade ago, Barkley said. A former Kilpatrick lawyer, Jerome F. “Romey” Connell Jr., is now EyeWonder's general counsel and chief operating officer, and he contacted Barkley for help with the deal.

“It was really kind of a high-energy deal,” Barkley said, adding that even though his team clocked a lot of hours in difficult negotiations, the Wilson Sonsini lawyers were such a good group that “It makes doing a transaction like that a lot of fun, even if it is 4 o'clock in the morning.”

Lawyers from McKenna Long & Aldridge are helping two software companies ink a deal that could be worth $310 million.

David Brown led a team of McKenna lawyers representing Waterloo, Ontario-based Open Text Corp. in its agreement to make Austin, Texas-based Vignette Corp. a wholly-owned subsidiary. Brown said the deal is slated to close in the third quarter of this year.

Both are publicly traded companies. Open Text, which Brown said will finance the deal itself, had 2008 sales of $725 million and employs some 2,900 people. The company offers a wide array of technologies but is known for its enterprise content management—or ECM—products, which help businesses access and store the data they generate, such as invoices and other documents.

The much smaller Vignette, with sales of $169.5 million and 643 employees, offers what Brown calls a “subset” of the ECM market—Web site content management, which involves capturing, controlling and accessing information through companies’ Web sites. Vignette’s net income was negative in all of 2008 and the first quarter of 2009, and its stock has ranged from a low of about $5.70 to a high of nearly $14 over the past year, according to information on Google Finance. It closed at $12.32 on Tuesday.

According to Brown, Vignette shareholders still need to approve the deal with Open Text. If the deal goes through, he said, shareholders will receive $8 per share, plus 0.1447 of an Open Text common share for every Vignette share they own. This equals about $12.70, as of share prices earlier this month, and represents a significant premium over share prices prior to the announcement of the deal.

Brown said that about 10 McKenna attorneys—including partners Charles E. Wilson  III and Frank S. Benjamin, as well as associates Clayton W. Coley, Allix J. Magaziner and Leah M. Singleton—from a variety of practice areas including intellectual property, corporate, mergers and acquisitions, securities and employment, helped staff the deal.

Lawyers from Wilson Sonsini Goodrich & Rosati represented Vignette. They include partner Brian K. Beard and associate Catherine D. Schnurr in the firm’s Austin, Texas, office, and partner Michael S. Ringler in the San Francisco office.

“As always with software companies in particular, there are very specific issues that each one has, so working through those issues can always be a challenge,” Brown said. “Intellectual property issues are always at the core of this.”

Brown said that although the deal market in general has been slow, McKenna’s transactional team has stayed busy and has not laid off any attorneys nor pared any summer associates from its roster—thanks to clients with sound financials taking advantage of what they see as a bargain hunter’s market.