San Jose, Calif.--In one of the biggest b-to-b Internet deals in recent memory, Cisco Systems and Cap Gemini SA, Paris, will form a $4.2 billion venture to sell e-commerce software and consulting services to telecommunications and Internet companies. Cisco will buy 4.9% of the venture for $164 million; that amount is 20% below market value because of Cisco's minority position, Cap Gemini executives said. Additionally, Cisco will buy 2.6 million new Cap Gemini shares for $671 million. The $4.2 billion amount is based on the $205 million value Cap Gemini assigned to Cisco's 4.9% stake, according to published reports. Cap Gemini will contribute 4,600 people to the venture, while Cisco will contribute between 50 and 100. The venture will first target European, and then U.S., companies.