Mergers and Acquisitions — Representative Engagements

• France
• Germany
• Italy
• Russia
• United Kingdom
• United States
• China
• Japan
• Korea

Europe

France

• Areva T&D in its sale, by Areva, to Schneider Electric and Alstom, which offered €2.29 billion in equity value (i.e. €4.09 billion in enterprise value).
• Vivendi SA in the €2.143 billion sale of 51% of Polska Telefonia Cyfrowa Sp.z.o.o. by Vivendi and its Polish partner Elektrim SA to Deutsche Telekom AG, and the settlement of all outstanding litigation between the parties.*
• Vinci SA in the acquisition of 100% of the shares in Faceo.
• Cube Infrastructure in the €170 million acquisition, by a venture between Cube Infrastructure and TrenItalia, of 100% of the share capital of Arriva Deutschland GmbH.*
• Eiffaime in its defense against an unsuccessful hostile takeover attempt by Sacyr Vallehermoso.*
• SPX Corporation in its acquisition of the European Automotive Diagnostics Division of Johnson Controls.*
• Edmond de Rothschild Capital Partners Fund in the acquisition of a shareholding in BHP Group.*
• La Compagnie du Vent and its chairman, founder and CEO, Mr. Jean-Michel Germa, in the €321 million (US$423 million) transfer of 50.1 percent of Compagnie du Vent's share capital to Suez Energie Europe.
• Groupe Marne et Champagne and Société de Champagnes Giesler in the sale of their majority holding in Lanson International Ltd.
• Liberty Global, Inc. in the €1.25 billion (US$1.64 billion) sale of UPC France S.A. to Cinven and Altice.
• Ixis Corporate and Investment Bank and Nexgen Capital Ltd. in Lagardère SCA's partial withdrawal from EADS's share capital.
• Reig Capital Group in its €660 million (US$846 million) bid to acquire Groupe Taittinger.*
• Renault S.A. in the sale of shares of SNR Roulements to NTN Corporation.*
• Societe Fonciere Lyonnaise SA in its acquisition of a 50 percent interest in SCI Paul Cezanne from Predica Assurances de Personnes.

* Cross border transactions

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Germany

• Nobilia in the strategic acquisition of 30% of the shares in France’s FBD-Group.*
• Murphy & Spitz Green Capital AG on the sale of its stake in CTF Solar GmbH to Roth & Rau AG.
• KNM Process Systems Sdn. Bhd in its acquisition of the Borsig Group.* (Finalist, M&A Advisor 2009 European Industrial Manufacturing/Distribution Deal of the Year)
• Alliance Boots in its acquisition of a 90 percent stake in Megapharm GmbH.*
• Mechel OAO in its acquisition of HBL Holding GmbH.*
• Federal Republic of Germany with regard to all aspects of the privatization of the Deutsche Bahn AG (German railway system and international transport and logistics group of companies) including (inter alia) the corporate restructuring of Deutsche Bahn AG, capital markets aspects and regulatory questions.
• HPV Hanseatic Petrol Vertriebs GmbH in the acquisition of the GO petrol station network by Shell Deutschland Oil GmbH and Sprint Tank GmbH.
• Biocon Ltd. in its acquisition of AxiCorp GmbH.
• Pfizer in the takeover of the Coley Pharmaceutical Group.
• EADS and Thales in the transfer of the German-French joint venture Bayern-Chemie/Protac to the MBDA-Group.*
• Findos Group in its acquisitions of majority stakes in Brinkhof Group Holding B.V. and Sterntaler Holding GmbH.
• Acciona S.A. in the Endesa takeover process.
• Deutsche Post AG in its acquisition of DHL.

* Cross border transactions

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Italy

• Sapsa Group S.r.l. in the acquisition of 100% of the shares in Sapsa Bedding S.r.l. and Mattress Holding SAS from Sealy Corporation.*
• Ersel Investment Club in the 80% acquisition and of Millbo S.p.A.
• Acer Europe B.V. in the acquisition of a 29.9% share capital in Olidata S.p.A.
• Philogen, SpA in its joint venture with Bayer Schering Pharma AG for the development of the research on anti-tumoral drugs.*
• Shareholders of Zephir S.p.A. in the sale of their 100 percent shareholding to a confidential acquiror.
• Credem Private Equity in the leveraged buyout of the majority stake of Galeati Industries Grafiche.
• Buongiorno S.p.A. in its acquisition of Flytxt Limited.*
• Fujifilm Italia S.R.L. in the reorganization of the company structure through the sale of shares to a European holding company.

* Cross border transactions

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Russia

• Companies within FESCO Transportation Group in US$900 million sale of shares in National Container Company Group (NCC).
• One of the largest U.S.-based private equity funds in its successful acquisition of a minority stake in Unimilk for a purchase price in excess of US$175 million. This landmark deal is the largest single investment ever made by the fund.*
• Investsberbank, PromFinService Bank and OmskPromStroybank in the bank merger and sale of the combined bank.
• Coca-Cola Hellenic Bottling Company S.A. in its acquisition of Aqua Vision.*
• Far East Shipping Company PLC and Prominvestors in their acquisitions of 50 percent stakes in National Container Company and Transgarant.
• Investsberbank, PromFinService Bank and OmskPromStroybank in their investment in the Novorossiysk Commercial Sea Port.
• AAI Acquisition Inc. in its acquisition of Adam Aircraft Industries, Inc.*
• London & Regional Properties in its sale of a company owning shopping centers in Russia to Sponda PLC.*

* Cross border transactions

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United Kingdom

• Carluccio's plc in the terms of a recommended cash offer from C1 Acquisitions Limited.
• CoorsTek, Inc. in the acquisition of the Flowguard pressure control business from GE.
• Telenor ASA and VimpelCom Ltd. in connection with the formation of VimpelCom Ltd., a US$23.8 billion NYSE-listed emerging market mobile operator, the contribution of Telenor ASA and Alfa Group's mobile assets in Russia and Ukraine to VimpelCom Ltd., and VimpelCom Ltd.'s registered U.S. exchange offer and Russian voluntary tender offer for the shares and ADRs of OJSC "Vimpel-Communications."*
• Textron in the $265 million sale of its business unit, HR Textron, to Woodward Governor Company.
• Corgi International Limited in the global combination of Master Replicas, Corgi International Limited and Cards Inc. and the spin-offs of Corgi Classics and the Zindart manufacturing facility.*
• The majority shareholders of EC&O Venues in the sale of a 50 percent interest in Earls Court and Olympia Exhibition centres to Liberty International PLC, valuing the business at £400 million (US$824 million).
• Tissue Science Laboratories PLC in its acquisition by Covidien Holding Ltd.
• Telenor ASA in its US$950 million merger of OAO VimpelCom-Region with OAO Vimpel Communications.*

* Cross border transactions

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United States

• Heroku, Inc. in its US$250 million acquisition by Salesforce.com.
• Recurrent Energy in its US$305 million acquisition by Sharp Corporation.*
• CoorsTek in its US$245 million acquisition of Saint-Gobain.*
• StreamServe Inc. in its US$71 million all cash merger with a wholly owned subsidiary of Open Text Corporation (NASDAQ: OTEX).*
• First Solar, Inc., in its US$285 million acquisition of NextLight Renewable Power LLC
• Apple Inc. in its acquisition of Siri, Inc.
• KACE Networks, Inc., in its acquisition by Dell, Inc.
• Sigma-Tau Finanziaria S.p.A. and its U.S. affiliate, Sigma-Tau Pharmaceuticals, Inc., in their US$327 million acquisition of the specialty products division of Enzon Pharmaceuticals, Inc.
• Vhayu Technologies in its acquisition by Thomcorp Holdings Inc. (2010 M&A Advisor Middle Market IT Deal of the Year)
• Gap, Inc. in its acquisition of Athleta Corporation.
• Powerset in its acquisition by Microsoft Corporation.
• Google in its sale of Performics to Publicis Group.*
• Acer Inc. in its US$710 million acquisition of Gateway, Inc. and its acquisition of Packard Bell BV.* (2008 M&A Advisor IT Deal of the Year)
• Stag's Leap Wine Cellars in its acquisition by a joint venture between Ste. Michelle Wine Estates and Marchese Piero Antinori.*
• Nomura Holdings, Inc. in its US$1.2 billion acquisition of Instinet Incorporated from Silver Lake Partners.*
• iVillage, Inc. in numerous strategic acquisitions and its US$660 million acquisition by NBC Universal, Inc.
• TC Pipelines LP in its US$430 million acquisition of a 20 percent interest in Northern Border Pipeline Company from Northern Border Partners, LP.
• IMPAC Medical Systems, Inc. (NASDAQ: IMPC) in its acquisition by Elekta AB
• Corixa Corporation (NASDAQ: CRXA) in its $400 million acquisition by GlaxoSmithKline
• CalWest Industrial Properties, LLC in its $2.1 billion acquisition of Cabot Industrial Properties (NYSE: CTR)
• Fritz Companies, Inc. (NASDAQ: FRTZ) in its $430 million acquisition by United Parcel Service, Inc. (NYSE: UPS)
• Circle International Group Inc. (NASDAQ: CRCL) in its $537 million acquisition by EGL, Inc. (NASDAQ: EAGL)

* Cross border transactions

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Asia

China

• Digital Media Group in its US$160 million acquisition by VisionChina
• CRH plc in the RMB 2.1 billion (US$311 million) acquisition of a 26 percent shareholding in the Jilin Yatai Group's cement operations (Yatai Cement).*
• MBK Partners L.P. in a leveraged buyout of Gala Television Corporation.*
• Cosco Pacific Limited in securing a concession agreement with Piraeus Port Authority S.A. to develop and operate two piers in Greece.* (2008 Asian-Counsel Deal of the Year)
• SPX Corporation in its acquisition of AUTOBOSS Tech, Inc.*
• DHL Express (Hong Kong) Limited on its investment in the new North Asia Hub facility at the Shanghai Pudong International Airport.
• Florens Container Services Company Limited in its US$870 million sale of marine containers and container lease agreements in more than 35 countries.*
• Corporación IMPSA and Industrias Megalurgicas Pescarmona S.A. in the restructuring, acquisition and divestiture of the Caliraya-Botocan-Kalayaan power complex.* (2006 Asian-Counsel Deal of the Year)

* Cross border transactions

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Japan

• FMC Corporation in its acquisition of a herbicide, fluthiacet-methyl, which is jointly owned by Kumiai Chemical Industry Co., Ltd. and Ihara Chemical Industry Co., Ltd.*
• Chuo Kagaku Co., Ltd. on the sale by its U.S. subsidiary, Central Packaging Corp., of all its shares of C&M Fine Pack, Inc., to C&M Packaging LLC. *
• Toyota Tsusho Corporation in its acquisition of 40% minority share interest in Sun Valley Rice Investments, LLC and establishment of a strategic joint venture between the two parties.*
• Toyota Tsusho Corporation and Chubu Electric Power Co., Inc. in an acquisition of a 50% of ownership of a power generation facility in Canada from Goreway Luxembourg Holdings S.a.r.l.*
• Nippon Soda Co., Ltd. (Nisso) in its acquisition of the Tebufenozide insecticide business of Dow AgroSciences, a wholly owned subsidiary of The Dow Chemical Company
• Dentsu Inc. in its acquisition of a subsidiary from Video International Group to establish an advertising subsidiary of Dentsu Inc. in Russia, Dentsu-Smart LLC.*
• QOL Co Ltd. in its acquisition of Eber Co. Ltd.
• Nomura Securities Co., Ltd. as financial advisors to Sompo Japan Insurance Inc. in connection with Sompo's business combination with Nipoonkoa Insurance Company, Limited.
• Nomura Securities Co., Ltd. as financial advisor to Aioi Insurance Company, Limited in connection with a share exchange transaction between Aioi and Mitsui Sumitomo Insurance Group Holdings, Inc.
• Sojitz Corporation in the sale of its equity interest in Arysta LifeScience Corporation.
• Osaka Gas Energy in its acquisitions of the membership interests in an ArcLight Energy Partners Fund I, L.P. subsidiary and the remaining ownership (50 percent) of the Marianas Energy Company, LLC, and in its sale of its indirect lender's interest in a U.S. power facility to an affiliate of GSO Capital Partners.*
• Toyota Tsusho Corporation in the sale of its equity interest in Arysta LifeScience Corporation.
• Etro S.p.A. in its increase of its control in a Japan-based, three-party joint venture, including Mitsui & Co.*
• Georg Jensen A/S in its acquisition of its Japanese joint venture from Takashimaya Inc.*
• CS Johnson, as bidder, in the auction of 30 percent of the shares of a publicly traded Japanese company.*
• Makhteshim, as bidder, in the auction of the largest privately held life sciences company in Japan.*

* Cross border transactions

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Korea

• Gmarket, Inc., in its US$1.2 billion acquisition by eBay, Inc.*
• OCI Company Limited in the sale of its entire stake in Columbian Chemicals Company to One Equity Partners LLP, the private equity arm of JP Morgan Chase & Co.*
• SK Telecom Co., Ltd. in its sale of a 3.7 percent stake in China Unicom (Hong Kong) Limited back to China Unicom for approximately US$1.3 billion.

* Cross border transactions

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