MERGERS & ACQUISITIONS

Ropes & Gray LLP is a leading law firm with offices in the United States, Europe and Asia. We represent a broad range of industry leaders in matters that often have a transformative impact on their businesses. More than 1,100 lawyers and many more professionals collaborate across 11 offices on three continents to represent and protect clients’ interests. We do not believe in a “one-size-fits-all” approach, but instead work closely with our clients to create solutions that make sense for them.

• Founded in 1865

• Leading practices in private equity, mergers and acquisitions, finance, life sciences, health care, litigation, government enforcement, and intellectual property

• Lawyers and staff fluent in 46 languages

• Over 30 lawyers of Korean heritage, including seven partners

• Each client is considered a client of the entire firm

• Ropes & Gray attorneys serve as general or special counsel to more than 100 public companies and advise more than 500 mutual funds or fund boards

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Attorney Advertising M&A AT A GLANCE

Ropes & Gray has more than 150 lawyers dedicated to M&A transactions and we have represented clients in some of the largest and most prominent mergers and acquisitions ever accomplished. We are widely recognized as a firm that can cost effectively and seamlessly guide clients through deals that range from acquisitions of $1 million to extremely complex transactions valued at multiple billions of dollars and extending across many industries, including life sciences, retail and consumer brands, technology and financial services. Our legal services are as cutting-edge as the businesses of our clients.

We are familiar with both the opportunities and challenges facing today’s companies at each stage of their development and the critical role that acquisitions play in that evolution. Our understanding of the legal and business issues faced by our clients helps us build creative, business- focused solutions and to avoid pitfalls that can limit or impair prospects. • Our “one-firm approach” enables us to build transaction teams that draw upon our significant experience in a wide range of disciplines. We will always pull together the right team for a transaction and the lawyers on the team will work together seamlessly. • With our broad and deep knowledge of both the technical legal disciplines needed for acquisitions and our deep industry knowledge, our ability to service clients on sophisticated transactions is unsurpassed. • We advise clients, including boards and special committees, on: • Mergers and acquisitions • Strategic alliances • Corporate governance • Divestitures • Securities offerings • Takeover planning and defense • Joint ventures • Other capital-raising activities • Proxy contests

Representative Notable M&A Deals Recent noteworthy transactions include representation of:

• Genzyme Corporation in Sanofi’s acquisition of the Cambridge, Mass. biotechnology firm for $20.1 billion in cash plus contingent value rights. • NSTAR in its $7 billion merger with Northeast Utilities, creating one of the largest utilities in the United States, with an enterprise value totaling $17.5 billion. • The Timberland Company, a footwear company, in its $2.23 billion sale to V.F. Corporation. • Alexion Pharmaceuticals, in its $1.08 billion acquisition of Enobia Pharma, Inc., a developer of therapies to treat genetic bone disorders. • Zynga Inc., an online social gaming company, in a variety of corporate matters including mergers and acquisitions. Recent representations include its acquisitions of Buzz Monkey Software, LLC, Wild Needle, Inc., DNA Games Inc., Market Zero Inc., Five Mobile Inc., Area/Code Entertainment, and Floodgate. • UPC Holdings, in its $3.16 billion acquisition of Kabel BW. • The Special Committee of the Board of Bare Escentuals, a portfolio company of Berkshire Partners, in its $1.7 billion sale to Shiseido, manufacturer and marketer of cosmetics, cosmetics equipment and toiletries in Japan. • Green Mountain Coffee Roasters, which operates in the specialty coffee industry in North America, in its acquisitions of Van Houtte, Inc., Diedrich Coffee, Timothy’s Coffees of the World, Inc., Tully’s Coffee Corporation, and Keurig Corporation; and its sale of Filterfresh Coffee Service, Inc. • Covidien in its $230 million acquisition of Maya Medical, a developer of percutaneous catheters for the treatment of hypertension, as well as in its $2.7 billion acquisition of ev3Inc., a manufacturer of technologies and solutions for the treatment of peripheral vascular and neurovascular diseases. • BARRX Medical, a designer of endoscopic devices and accessories for treating Barrett’s esophagus, in its $413 million sale to Covidien. • Yellow Media Inc., a Canada based marketing company, in its $761 million sale of Trader Corporation to Apax Partners. • Salient Surgical Technologies in its $525 million sale to Medtronic, Inc. • The Special Committee of Ness Technologies, an information technology company, in its $337 million sale to Citi Venture Capital. • Liberty Global Inc. in connection with the financing for its approximately €3.16 billion (US$4.48 billion) acquisition of Germany’s third largest cable TV operator, Kabel BW Erste Beteiligungs GmBH. Rankings • U.S. News-Best Lawyers “Best Law Firms” Survey 2011-2012 – Ranked Ropes & Gray’s M&A practice as one of the top-ranked mergers and acquisitions practices in the country.

• The Best Lawyers in America 2012 – Recognizes 104 Ropes & Gray attorneys from 37 different practice areas.

• Chambers USA 2012 – Ranked for corporate/M&A nationally and in Massachusetts and New York and cited in 41 practice categories as among the nation’s best with 125 separate individual attorney rankings.

• Chambers Global 2012 – Ranked for corporate/M&A practice in China and the United States and recognized as one of the world’s leading law firms in 15 practice areas with 31 individual attorney rankings.

• Chambers Asia 2012 – Ranked for M&A, private equity, capital markets, investment funds and intellectual property. • Practical Law Company 2012 – Ranked as a recommended “Sources say: An exceptional law practice for corporate/M&A in the United States. firm with a tremendously broad • Legal500 2012 – Ranked as a leading firm for M&A (large deals).

• Asian Legal Business 2012 – Received “Debt Market Deal of capability for all our needs – there is the Year” award in Japan for the firm’s work representing Bain not a single practice area where Capital in its acquisition of Skylark, a Japanese restaurant chain.

• Directors and Boards “Top Governance Law Firms” 2009 – Ranked quality isn’t superb.” as one of the top 10 firms for “Best in Dealing with General Corporate Governance Issues” and “Best in Dealing with Board —Chambers Global 2012 Level M&A Issues.”

INDUSTRY EXPERTISE Our clients receive unrivaled service on even the most complex business transactions because we complement our thorough “A top-quality firm . . . They will understanding of the legal issues involved in mergers and acquisitions with in-depth industry knowledge. Our M&A practice works with do whatever is required to get the clients in a broad range of industries, including: job done.” • Financial services • Health care —Chambers Global 2012 • Life sciences • Private equity and portfolio companies • Retail and consumer brands • Technology

www.ropesgray.com Ropes & Gray in Seoul (Foreign Legal Consultant Office in Korea) Ropes & Gray is the first foreign law office in Korean history to be approved by the Korean Ministry of Justice and registered with the Korean Bar Association as a “Foreign Legal Consultant Office.” We ushered in a new era for the firm and Korea when we opened our doors on July 20, 2012 in POSCO Center near Samseong Station in Seoul—the first foreign law firm to do so in Korea. The firm’s history with Korean companies predates the opening of our office, however. Over the past two decades, our lawyers have regularly represented Korean companies in intellectual property, complex business litigation, U.S. government regulations and compliance, antitrust, mergers and acquisitions, finance, life sciences, health care, and cross-border transactions. Ropes & Gray’s Seoul office will continue to concentrate on these practice areas. The firm’s new Seoul office is led by William Yongkyun Kim, who heads the firm’s Korea practice and is the first foreign lawyer in Korean history to be registered as a “Foreign Legal Consultant.” Throughout his 29-year legal career, Mr. Kim has worked with many Korean companies to successfully resolve some of the most complex matters, cases and disputes. Mr. Kim formerly served as General Counsel and Managing Director at the Chairman’s Office of the Daewoo Group of Companies in Seoul, Korea (1993 - 1997) and currently serves on the Board of Directors (and the Audit Committee and Remuneration Committee) of a publicly traded Korean company (listed on the Korean Stock Exchange and the New York Stock Exchange). These positions give Mr. Kim unique insight into what is truly important to in-house lawyers and top management of Korean companies. Mr. Kim is joined by another partner, David Chun, an intellectual property litigation practitioner who has been registered in Korea as a “Foreign Legal Consultant.” Mr. Chun has been involved in numerous complex IP litigation cases in the U.S. and is the only partner-level U.S. lawyer at a Foreign Legal Consultant Office in Korea who devotes 100 percent of his time to intellectual property matters.

William Yongkyun Kim Partner David Chun U.S. Lawyer • Foreign Legal Consultant in Korea Partner • Chairman, Korea Practice • Head of Seoul Office U.S. Lawyer • Foreign Legal Consultant in Korea [email protected] [email protected]

Ropes & Gray Foreign Legal Consultant Office POSCO P&S Tower, 21F 134 Teheran-ro, Gangnam-gu Seoul 135-923, Korea

Phone: 02 2141 5900 • +82 2 2141 5900 (if dialing from outside Korea) Fax: 02 2141 5950 • +82 2 2141 5950 (if dialing from outside Korea)

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