and AcquisitionsMergers

Who we are We’re business thinkers. That’s what we do. We understand the wider strategic picture and how legal issues affect your business. This understanding, combined with a fresh and creative approach, allows us to spot the opportunities that others would miss.

The opportunities that could transform the performance of your business.

Built on exceptional legal expertise and an ability to think beyond the details of law to meet clients’ needs, Bird & Bird is a highly respected law firm with a deserved international reputation. Covering all areas of business law, we have specialists in a range of industry sectors - especially where technology, regulation and intellectual property have a significant impact.

With over 900 lawyers and legal practitioners across 23 offices throughout Europe, the Middle East and Asia, we specialise in combining cutting-edge expertise across a wide portfolio of legal services. These include Corporate, Finance, Employment, Competition, Intellectual Property, Commercial, Dispute Resolution, Tax and Real Estate.

Local knowledge is vital, especially in law and especially when our work involves multiple jurisdictions. Our lawyers know their local legal frameworks inside out, which is why, as a team, we’re renowned for our work managing complex, cross-border projects and deals with such seamless success.

NRB

Combined acquisition of healthcare IT specialists Xtenso, Polymedis and Partezis

Viatel Holding (Bermuda) Ltd

Sale of MDNX Limited

Phyworks Limited

US$72.5 million (approx) sale of the Company’s entire

issued share capital to Maxim Technology Limited

Novus International Inc.

Acquisition of IQF Group

Salesforce.com

Acquisition of Informavores

Betbull Holding SE

Sale of entire issued share capital of W1nners Apuestas

S.A., to Bwin Interactive Entertainment A.G

Toptable.co.uk

Sale for approximately US$55 million to OpenTable, Inc

Since 2007 Bird & Bird has acted on Mergers and Acquisitions transactions with a total deal value of more than €5 billion.

The international Mergers and Acquisitions team is comprised of over 200 lawyers and has a reputation for our focus on public and private mid-market deals, particularly cross border.

Being transactions experts, we act for buyers and sellers and handle deals that are structured as:

• share and asset sales• mergers• joint ventures• public takeovers• schemes of arrangement• competitive auctions

Our international Mergers and Acquisitions group

Nuance Communications Inc.

Acquisition of Telecom Italia’s 99.98% stake in Loquendo on the

basis of an enterprise value of €53m

Marmite S.a.r.L

Sale to Innova Capital

i2 Technologies Inc

Acquisition by JDA Software Group Inc

Viacom 18 Media

£63.5 million recommended cash offer for the issued share

capital of AIM quoted The Indian Film Company (IFC) Elder Pharmaceuticals

Limited

£12.2 million acquisition of AIM listed Neutrahealth Plc by way of a

scheme of arrangement

Packet One Sdn Bhd (P1)

US$2.04 million acquisition of the FBO licence and

WBA spectrum rights from Singapore-based Pacnet

Internet Corporation Terrae S.p.A.

Private placement to major institutional investors of its own

share portfolio

Lenovo Group

Public takeover of German Medion AG for about €629m

Columbia Sportswear Company

Acquisition of OutDry Technologies, owner of the proprietary OutDry patent

portfolio

Ethias

Sale of reinsurance company Bel Ré to the US Cowen Group for

€208 million

St1 Group

Acquisition of Royal Dutch Shell’s Finnish and Swedish operations for $640 million

2010

Fluid Music

€160 million acquisition of Mood Media Group S.A

Working with youDelivering outstanding client service

Getting the result you want

We consistently exceed our clients’ expectations. That’s how we stand head and shoulders above our competitors. We achieve this by the rigorous application of the highest standards of client care.

Bird & Bird was rated as one of the top three international firms for client satisfaction - Legal Week Intelligence’s seventh annual Client Satisfaction Report, based on responses from 1,265 senior in-house lawyers and finance directors.

Everything is connected. Not everyone can see the connections. But we can and we know where to look. We recognise and appreciate the way the law connects everything else, so can advise you on the best route from point A to point B and along the way create genuine transformations in your business - because in the end, results matter.

Making things simpleWe will help you deliver your transaction with a structured and disciplined approach to task and project planning and control. We are always clear and concise. Communication is key to our relationships and it plays an integral role in the way we work.

Understanding your marketBird & Bird’s sector focused approach combined with the extensive experience of its lawyers and their genuine in-depth knowledge of key sectors sets us apart. This is fundamental to all corporate transactions is an understanding of the nature of the business involved.

“[Bird & Bird is] one of the top three international firms for client satisfaction.”

Legal Week Intelligence Client Satisfaction Report 2010

“They have a lot of understanding and deep knowledge of the market. It’s important to have lots of exposure to help your client navigate through various issues that come up.” Chambers and Partners 2011

Your transactionRisk analysis - due diligence Strategy and deal termsBird & Bird has the experience and resources to handle intensive Due Diligence exercises in multiple jurisdictions. We are able to provide high-level ‘exceptions only’ reports, or detailed analysis on a contract-by-contract/liability-by-liability basis. We are completely comfortable with investigations that require a quick turn around, using electronic data sites or physical data rooms and we can report daily on key issues. We can filter information through a single point of contact and, in real-time, feedback deal-critical information to the core transaction team, so that price and viability concerns can be dealt with early.

We have expert specialist teams in Acquisition Finance, Commercial, Competition, Intellectual Property, Employee Benefits, HR/employment, Real Estate, Regulatory and Tax. It is this expertise combined with our deep understanding of industry sectors that sets us apart from the rest, enabling us to add unrivalled value to your M&A transactions.

No two deals are the same and our experience across a wide portfolio of transactions gives us the edge in helping to guide your decisions in the areas where the maximum value can be gained:

• earn outs, escrows and price adjustments mechanisms

• handling minority shareholders and option holders

• auction sales

• separation of a business from a larger group

• transfer of contracts on asset deals

• related supply arrangements between buyer and seller

• post-deal integration

Managing your transaction – on time and to budget

International coordination – an extension of your teamAt Bird & Bird we understand the importance you

place upon your projects and ensuring they are delivered on time and on budget.

To ensure that we are able to complete each transaction as efficiently as possible we operate on a highly structured but flexible approach. Managing and balancing these various elements requires a level of engagement and experience that is unique to Bird & Bird through our planning and pricing management tools which we are able to use to assist our clients.

We are able to deliver both excellent legal advice but also the control and peace of mind that you need. The benefits of our capabilities provide you with:

• peace of mind • improved cost controls • regular review and updates • better understanding of the current status • service delivery to agreed plans

Internationally, we come at things as a single-team, so we understand the differences between local approaches, laws and customs. We are proud of our ability to manage the teams of people involved in complex, multi-jurisdictional mandates, to deliver smooth and efficient transaction implementations for our clients.

Skilled at central management, coordinating multiple jurisdictions or teams, our lawyers listen and seek to identify your commercial objectives, understand the context in which you are operating and advise accordingly.

“They are very consistent in terms of quality and focus, and have a client-focused culture.”

Chambers and Partners 2011

International strength & local expertise & listening to you & knowing what you do & making things understandable & sharing your aspirations & getting you there & being the trusted adviser &

that’s Corporate at

Abu Dhabi & Beijing & Bratislava & Brussels & Budapest & Düsseldorf & Frankfurt & The Hague & Hamburg & Helsinki & Hong Kong & London & Lyon & Madrid & Milan & Munich & Paris & Prague & Rome & Shanghai & Singapore & Stockholm & Warsaw

Bird & Bird LLP is a limited liability partnership, registered in England and Wales with registered number 0C340318 and is authorised and regulated by the Solicitors Regulation Authority. Its registered office and principal place of business is at 15 Fetter Lane, London EC4A 1JP. Bird & Bird is an international legal practice comprising Bird & Bird LLP and its affiliated and associated businesses and has offices in the loca-tions listed on our web site: twobirds.com. The word “partner” is used to refer to a member of Bird & Bird LLP or an employee or consultant, or to a partner, member, director, employee or consultant in any of its affiliated and associated businesses, who is a lawyer with equivalent standing and qualifications. A list of members of Bird & Bird LLP, and of any non-members who are designated as partners and of their respective professional qualifications, is open to inspection at the above address.

000165-01

twobirds.com