M&A and IP and Technology Practice Groups

S E P T E M B E R 2 01 2

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Sullivan & Cromwell’s Mergers & Acquisitions and Intellectual Property and TechnologyPractice Groups

T he success of Sullivan & Cromwell is the result of the quality of our lawyers, who are the most broadly trained collection of attorneys in the world. We work as a single

partnership without geographic division. Despite its signifi cant growth, the Firm has retained its deep commitment to remaining a unifi ed global practice. Unlike many law fi rms with a multinational reach, S&C has built its international network of offi ces, not by acquiring other fi rms or hiring large numbers of lateral lawyers, but by developing offi ces to serve clients’ regional needs and staffi ng those offi ces with lawyers who have spent their careers at S&C.

With over 190 M&A lawyers and over 40 IP and Technology lawyers in our global offi ces, S&C represents a wide range of global clients in signifi cant M&A and IP and Technology transactions across myriad industries, including fi nancial services, healthcare, technology and consumer goods, among several others. As clients face the challenge of tightened credit markets, the Firm has successfully created innovative ways of fi nancing transactions and continues to act as counsel in many of the world’s largest deals.

S&C lawyers seek not only to provide correct legal answers, but the best practical solutions to issues that arise in connection with transactions. Our solutions are not only grounded in our rich knowledge of legal requirements, they also refl ect our experience in similar situations, our understanding of relevant business requirements and our willingness to think creatively about possible solutions. While complexity is something with which we are comfortable when it’s necessary, we are keenly aware that sometimes the best and most sophisticated solution is a very simple and straightforward one.

Our M&A and IP and Technology practice groups have been cited as the world’s most successful in the legal industry by Chambers Global, Legal 500 and Latin Lawyer, among many others. The Firm’s M&A practice recently won the Chambers USA Awards for Excellence in 2012.

© Sullivan & Cromwell LLP 2012 | LG4355Prior results do not guarantee a similar outcome.

“This leading global M&A practice is one of New

York’s heavyweights. The team regularly handles

billions of dollars in transactions, including

some of the most complex and technical deals in

the world. The group is composed of experts in

domestic, cross-border and international work and

represents clients in both a transactional capacity

and fi nancial advisory role.”

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Market-Leading Global M&A Practice

Aperennial leader in global M&A, S&C ranked fi rst by value among law fi rms representing principals, acting in approximately $1.25 trillion in announced

transactions worldwide, from 2007 to 2011. Consistent with our past record of top rankings, we led the fi eld by value of deals announced worldwide in full-year 2011.

Source: Bloomberg, January 3, 2012.

Data include representations of principals only (buyers and sellers, excluding fi nancial advisers).

Sullivan & Cromwell – $1,240.1

Skadden Arps – $1,210.8

Linklaters – $1,144.1

Freshfi elds – $1,122.7

Wachtell Lipton – $1,081.9

Simpson Thacher – $1,001.9

G L O B A L M & A R A N K I N G S 2 0 0 7- 2 0 11

R A N K E D BY D O L L A R VA L U E ( $ B I L L I O N S )

Sullivan & Cromwell – $411.5

Simpson Thacher – $289.5

Skadden Arps – $279.6

Wachtell Lipton – $274.1

Latham & Watkins – $249.1

Dewey & LeBoeuf — $215.2

G L O B A L M & A R A N K I N G S F U L L Y E A R 2 0 11

Source: Thomson Reuters, January 3, 2012.

Data include representations of principals and fi nancial advisers.

Overview of M&A Practice

O ur approach to M&A is distinctive, having been honed over many years in handling the world’s most complex transactions.

L E A D E R I N G L O B A L M & A

Our lawyers bring to every client the same level of professionalism, attention to detail, creativity and commercial sensitivity. We represent major international corporations in their – and the world’s – largest and most visible transactions, and we represent smaller corporations whose transactions involve modest dollar amounts but, for them, enormous strategic signifi cance.

F O C U S O N T E A M W O R K A N D C O L L A B O R AT I O N

Lawyers from multiple disciplines within the Firm work not only with each other and with our clients, but also with investment bankers, accountants, proxy solicitors and other advisers. This teamwork with our clients and our colleagues, a hallmark of S&C generally, is particularly important in the effi cient execution of M&A transactions.

A P P R O A C H R O O T E D I N T R A N S A C T I O N A L R E A L I T I E S

Our broad experience permits us to provide the best possible advice across the many issues that can arise in M&A, always guided by our clients’ commercial objectives. We are dedicated to meeting not only the needs of buyer and seller, but also to preserving the value of the entity being bought or sold by taking into account the needs and concerns of customers, employees, investors, lenders and other corporate constituents.

“[S&C] is a byword for quality in the M&A fi eld

and a favourite for multinational corporations

and fi nancial institutions. A leading fi gure in

the US market, the fi rm is also highly rated for

its strength in Asia and Latin America as well as

being present in the European and UK markets.

. . . Sources say: ‘They are the fi nest law fi rm for

companies and fi nancial institutions worldwide.’”

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Over the past fi ve years, S&C has been involved in eight of the top 10, representing a principal in three of the top fi ve, announced M&A transactions worldwide.

Top 10 Global Deals (2007-2011)

ACQUIRER TARGET VALUE ($ billions)

RBS Holdings BV† (Belgium/Spain/UK)

ABN AMRO Holding NV (Netherlands)

$100.0

Pfi zer Inc. (US) Wyeth (US) $64.2

InBev NV* (Belgium) Anheuser-Busch Cos. Inc. (US) $60.8

Enel SpA (Italy) and Acciona SA (Spain)

Endesa SA* (Spain) $53.3

Novartis AG (Switzerland) Alcon Inc.* (Switzerland) $48.2

Merck & Co. Inc. (US) Schering-Plough Corp.** (US) $47.1

Creditors (US) General Motors (U.S.) $46.8

Roche Holding AG** (Switzerland) Genentech Inc. (US).) $44.0

Investor consortium led by Kohlberg Kravis Roberts & Co. and Texas Pacifi c Group (US)

TXU Corp.* (US).) $43.2

Rio Tinto PLC (UK) Alcan Inc.* (Canada) $42.9

Source: Bloomberg, April 5, 2012† S&C represented a competing bidder in this transaction. * S&C represented the company.** S&C represented fi nancial advisers to the company.

Chronology of S&C’s Headline M&A Transactions:Asia Pacifi c

A s our work in recent headline deals demonstrates, S&C has advised principals in many of the most signifi cant domestic and cross-border M&A transactions throughout

Asia Pacifi c.

2012 and ongoing

a consortium of investors, comprising the Carlyle Group, CITIC Capital Partners, CDH

Investments, China Everbright Limited and FountainVest Partners, on the $3.5 billion

going-private of Focus Media Holding Ltd. (China)- the largest ever delisting of a New York-listed

Chinese company

China Cinda Asset Management Co., Ltd. on the respective strategic investments of

approximately $1.64 billion from National Social Security Fund of China, UBS, CITIC Capital and

Standard Chartered, representing approximately 16.54 percent of its enlarged share capital

Goldman Sachs in its acquisition of 4.78 percent of the issued and outstanding ordinary shares

of Trade & Development Bank of Mongolia, Ltd.

the Korea Shipbuilders’ Association and its members, including Hyundai Heavy Industries

Co., Ltd., Daewoo Shipbuilding & Marine Engineering Co., Ltd. and Samsung Heavy Industries

Co., Ltd., on its announced potential acquisition of Gaztransport & Technigaz (ongoing)

Nippon Steel Corporation (Japan) in its pending $22.5 billion merger with Sumitomo Metal

Industries Ltd. (Japan) (ongoing)

Osaka Securities Exchange Co., Ltd. (Japan) in its pending $1.9 billion business

combination with Tokyo Stock Exchange Group, Inc. (Japan) (ongoing)

Tokio Marine (Japan) in its $2.7 billion acquisition of Delphi Financial Group (US)

““Focusing on some of the more complex corporate

deals across Asia, this team is well-regarded in

the market as a group of consummate commercial

lawyers who provide clients with integrated

business and legal solutions.”C H A M B E R S A S I A 2 0 1 2

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2011

Barrick Gold Corporation (Canada) in its $7.7 billion acquisition of Equinox Minerals Limited

(Australia), 2011

BHP Billiton (Australia/U.K.) in its $15.1 billion acquisition of Petrohawk Energy Corporation

(U.S.)

China Investment Corporation (China) and a consortium of investor in the contribution of

approximately $1 billion in equity towards the acquisition by Cayman Islands-based Diamond S

Shipping Group of 30 medium-range refi ned product carriers from Cido Tanker Holding Co.

ENN Energy and Sinopec (China) on their voluntary general offer for China Gas (China) at

$2.2 billion

Goldman Sachs (U.S.) in its acquisition of an approximately 12 percent equity interest in

Taikang Life Insurance Co., Ltd. (China)

Goldman Sachs Asset Management, LP (U.S.) in its acquisition of Benchmark Asset

Management Company Private Limited (India) for an undisclosed sum

Philippine Long Distance Telephone Company (PLDT) (Philippines) with respect

to U.S. securities law matters in connection with its $1.7 billion acquisition of Digital

Telecommunications Philippines, Inc. (“Digitel”) (Philippines)

Sumitomo Trust & Banking (Japan) in its $7.7 billion merger with Chuo Mitsui Trust Holdings

(Japan)

2010

Healthscope (Australia) on the $2.3 billion acquisition by The Carlyle Group (U.S.) and TPG

Capital (U.S.)

Lihir Gold Ltd. (Papua New Guinea) in its $8.9 billion acquisition by Newcrest Mining Ltd.

(Australia)

Panasonic Corporation (Japan) in its $9.7 billion acquisition of the outstanding minority stake

in its subsidiaries SANYO Electric Co Ltd. (Japan) and Panasonic Electric Works Co Ltd. (Japan)

Sompo Japan Insurance and NipponKoa Insurance (Japan) in its $4.65 billion

consolidation

2009

Anheuser-Busch InBev in the sale of Oriental Brewery Co., Ltd. to an entity established by

U.S. private equity fi rm Kohlberg Kravis Roberts & Co. – one of the largest private equity deals since the onset of the global credit crunch

China Unicom (China) as to U.S. law matters in its $1 billion strategic alliance with Telefónica

(Spain)

Goldman Sachs (U.S.) as shareholder in the repurchase of ordinary H shares of Industrial and

Commercial Bank of China Limited (ICBC) (China)

Mitsui Sumitomo Insurance Group Holdings (Japan) in its three-way business combination

with Aioi Insurance Company (Japan) and Nissay Dowa General Insurance Company (Japan)

Nomura Trust & Banking Co Ltd. (Japan) in its acquisition of NikkoCiti Trust and Banking

Corp. (Japan) from Citigroup (U.S.)

2008

Advantage Partners LLP (Japan) in its $2.227 billion acquisition of Tokyo Star Bank (Japan)

Bank of Tokyo-Mitsubishi UFJ, Ltd. (Japan) and its parent Mitsubishi UFJ Financial Group (Japan) in the $2.858 billion acquisition of UnionBanCal Corporation (U.S.) (2008)

Mitsubishi UFJ Financial Group (Japan) in its $9 billion equity investment in Morgan Stanley

(U.S.)

China Huaneng Group (China) in its $3.04 billion acquisition through its wholly owned

subsidiary, SinoSing Power Pte. Ltd. (Singapore), of Tuas Power Ltd. (Singapore)

China Unicom (China) in its $56.3 billion acquisition of China Netcom (China) and the

$15.9 billion sale of its CDMA business to China Telecom (China)

Mitsukoshi Ltd. (Japan) in its $3.761 billion merger with Isetan Co., Ltd. (Japan)

Tokio Marine (Japan) in its $4.7 billion acquisition of Philadelphia Consolidated (US) –the largest acquisition of a foreign company by a Japanese fi nancial institution to date

2007

Daimaru Inc. (Japan) in its $1.62 billion acquisition of Matsuzakaya Holdings Co., Ltd. (Japan)

Grahamstowe Investments Limited (China) and Mr. Leslie Lee Alexander in the acquisition of a stake in ANTA Sports Products Limited as well as in a stake in Xinjiang Xinxin Mining Industry Co. (China), 2007, and the acquisitions of interest in China National Materials Company Limited (“Sinoma”), China Railway Group Limited and Dongyue Group Limited

MTR Corporation Limited (Hong Kong) in its $1.6 billion acquisition of Kowloon-Canton Railway Corporation (Hong Kong)

Ontario Teachers’ Pension Plan Board (Canada) in its $1.9 billion acquisition of three marine container terminals located in the U.S. and Canada from Orient Overseas (International) Limited (HK)

TIS Inc. (Japan) in its $1.336 billion acquisition of INTEC Holdings Ltd. (Japan)

8 9

2012 and ongoing Anheuser-Busch InBev (Belgium) in its pending $20.1 billion acquisition of Grupo

Modelo (Mexico) — the largest Americas deal announced thus far in 2012

Frank McCourt and his entities in the $2.15 billion sale of the Los Angeles Dodgers professional baseball team (US) to Guggenheim Baseball Management (US) — the highest amount ever paid for a North American sports franchise

HSBC (UK) in the $2.6 billion sale of its card and retail services business in the United States to Capital One (US) — the largest credit card portfolio sale ever

ING (Netherlands) in its $9 billion sale of ING Direct USA to Capital One (US) — the largest US bank deal since the fi nancial crisis

Lan Airlines (Chile) in its combination with TAM (Brazil) — created the largest airline in the world by market capitalization

Medco Health Solutions (US) in its $29.1 billion merger with Express Scripts (US) — created one of the largest pharmacy benefi ts managers in the United States

Pharmasset (US) in its $11 billion acquisition by Gilead Sciences (US) — gave Gilead a lead in the fast-growing market for Hepatitis C medicines

Royal Bank of Canada in its $3.47 billion sale of RBC Bank (USA) to PNC Financial (US)

United Rentals (US) in its $4.2 billion acquisition of RSC Holdings (US) — created the premier North American equipment rental company

2011

AirTran Holdings (US) in its $3.42 billion acquisition by Southwest Airlines (US)

AT&T (US) in its proposed $39 billion acquisition of T-Mobile USA from Deutsche Telekom (Germany)

Bank of Montreal (BMO) (Canada) in its $4.1 billion acquisition of Marshall & Ilsley (US)

BHP Billiton (Australia/UK) on its $15.1 billion acquisition of Petrohawk Energy (US) — BHP’s biggest-ever deal, putting it on the top 10 list of global gas producers

Bucyrus International (US) in its $8.6 billion acquisition by Caterpillar (US)

Chrysler Group (US) in its $10.5 billion acquisition by Fiat (Italy)

ING (Netherlands) in the $3.8 billion sale of its Latin American pensions, life insurance and investment management operations to GrupoSura (Colombia) — named “M&A Deal of the Year” by Latin Lawyer

Chronology of S&C’s Headline M&A Transactions:The Americas

2010

AIG (US) in its $16.2 billion sale of American Life Insurance Company (ALICO) to MetLife (US)

Biovail’s (Canada) special committee in its $3.7 billion acquisition of Valeant Pharmaceuticals (US)

BP (UK) in its $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache Corporation (US)

E.ON (Germany) in the $7.6 billion sale of its US power and gas business to PPL (US)

IMS Health (US) in its $5.2 billion leveraged buyout by TPG Capital (US) and Canada Pension Plan Investment Board (CPPIB)

Kinross Gold (Canada) in its $7.2 billion acquisition of Red Back Mining (Canada)

NBTY (US) in its $3.8 billion acquisition by The Carlyle Group (US)

PepsiAmericas’ (US) transactions committee of its board of directors in its $4.2 billion acquisition by PepsiCo (US)

UIL Holdings (US) in its $1.3 billion acquisition of Southern Connecticut Gas (US), Connecticut Natural Gas (US) and Berkshire Gas (US) from Iberdrola USA

2009

Anheuser-Busch InBev (Belgium) in its $2.7 billion sale of Busch Entertainment (US) to The Blackstone Group (US)

Barclays (UK) in the $15.2 billion sale of its Barclays Global Investors business (US) to BlackRock (US)

Canada Pension Plan Investment Board (CPPIB), as part of a consortium of investors, in the $3.2 billion acquisition of Puget Energy (US)

Fiat (Italy) in its alliance with Chrysler (US) and New Chrysler’s $2 billion bankruptcy acquisition of the assets of Old Chrysler

S &C has advised clients throughout the Americas in major, industry-shaping transactions.

“Sullivan & Cromwell has a stellar reputation in

the USA and beyond, and handles all manner and

size of M&A matters for a diverse group of US and

international clients. The fi rm has an established

presence in Europe, and a growing profi le in Latin

America and the Asia-Pacifi c region. The fi rm is

particularly active on M&A deals in the fi nancial,

technology and energy and resources sectors.”

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Fifth Third Bancorp (US) in the $2.35 billion sale of its payments processing unit to Advent International (US)

IPC Holdings (Bermuda) in its $1.7 billion amalgamation with Validus Holdings (Bermuda)

J.C. Flowers (US) in the $13.9 billion investor group acquisition of IndyMac Federal Bank (US)

UST’s (US) independent directors and strategic transaction committee (US) in its $11.7 billion sale to Altria Group (US)

2008

Bear Stearns’ (US) board of directors in its $1.2 billion acquisition by JPMorgan Chase (US)

InBev (Belgium) in its $60.8 billion acquisition of Anheuser-Busch (US) – the largest deal announced in 2008, the largest-ever all-cash transaction and the largest-ever US acquisition by a non-US company

JPMorgan Chase (US) in its $1.9 billion acquisition of Washington Mutual (US)

Microsoft (US) in its proposed $44.6 billion bid for Yahoo! (US)

Mitsubishi UFJ Financial Group (MUFG) (Japan) in its $3.7 billion “going private” acquisition of UnionBanCal (US)

National City (US) in its $5.6 billion merger with PNC Financial Services (US)

Reed Elsevier (UK) in its $4.1 billion acquisition of ChoicePoint (US)

Silver Lake (US) in its $16.5 billion acquisition of Intelsat (Bermuda)

UnitedHealth Group (US) in its $2.75 billion acquisition of Sierra Health Services (US)

Wachovia (US) in its $15.1 billion merger with Wells Fargo (US)

2007

Alcan (Canada) in its $43 billion sale to Rio Tinto (UK) – created the world’s largest aluminum company

Aramark’s (US) chairman and controlling stockholder in its $8.3 billion management-led LBO

AT&T (US) its $5.4 billion acquisition of Dobson Communications Corporation (US)

The Bank of New York (US) in its $16.5 billion merger with Mellon Financial (US) – created the largest securities servicing and asset management fi rm globally

CDW’s (US) founder in its $7.3 billion buyout by Madison Dearborn Partners (US)

China Investment Corporation (CIC) in its $5.6 billion acquisition of a 9.9% stake in Morgan Stanley (US)

Dow Jones’ (US) majority shareholders (director and member of Bancroft family) in the$5 billion sale of Dow Jones to News Corporation (US)

First Data’s (US) independent directors and strategic review committee in its $29 billion acquisition by KKR (US)

Fiserv (US) in its $4.4 billion acquisition of CheckFree (US)

Hilton Hotels (US) in its $26.7 billion acquisition by Blackstone Group (US)

Merrill Lynch (US) in its sale of $6.2 billion in Common Stock to Temasek Capital (Singapore) and Davis Selected Advisers (US)

TXU (US) in its $45 billion acquisition by an investor consortium led by KKR (US) and Texas Pacifi c Group (US) – the largest leveraged buyout in history and largest-ever US utility acquisition

“Without hesitation, it is our go-to fi rm for large,

complex transactions. It provides excellent service

and reasonable billing.”C H A M B E R S U S A 2 0 1 2

“[…]this fi rm is the epitome of cool-headed prestige,

perfectly confi dent it can stay in the elite with

no strategy more complicated than providing

excellent service, ensuring all lawyers have a broad

experience and offer services in a range of areas

and regions, and staying a steady course. Both the

US recession and the fi rm’s Latin America practice

have confi rmed this belief; in the US because it

has continued growing even through lean times,

and in Latin America because even though it is

the most notable of the New York fi rms without an

offi ce in São Paulo, it continues to land high-profi le

mandates across the region, in a range of areas.”

L A T I N L A W Y E R – 2 5 0 L E A D I N G B U S I N E S S L A W

F I R M S O F L A T I N A M E R I C A , 2 0 1 2

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O ur roster of high-profi le cross-border transactions involving European principals showcases the strength and scope of our M&A practice.

2012 / ongoing

Cerberus and Whitehall Funds (US) on the sale of Harpen Immobilien GmbH (Germany) to

investment entities of members of Germany’s Knauf family (Germany)

CGI Group Inc. (Canada) on its £2 billion takeover of Logica plc (UK)

Deutsche Wohnen (Germany) in its €1.24 billion acquisition of BauBeCon Group (Germany)

from Barclays Bank PLC (UK)

Lord Graham Kirkham (UK) and Brait Capital (South Africa) as lead investors on the £1.45

billion management buyout of Iceland Foods (UK)

Vincent Bolloré Group (France), as 26 per cent shareholder in Aegis Group plc (UK), in

connection with the proposed £3.164 billion takeover of Aegis by Dentsu Inc. (Japan)

2011

British Airways (UK) in its $9 billion merger with Iberia (Spain) to form the holding company

International Airlines Group

EDF (France) on its €1.4 billion acquisition of the shares it didn’t previously own in EDF Energies

Nouvelles (France)

Rhône Capital (US) on the €900 million acquisition of Evonik Carbon Black (Germany) (and

other selected subsidiaries) from Degussa

Silver Lake Partners (U.S.) and Skype Global (Luxembourg) in the $8.5 billion acquisition of

Skype by Microsoft Corporation from a Silver Lake-led investor group

“This fi rm does multi-jurisdictional, high-quality

and high-value work”C H A M B E R S E U R O P E 2 0 1 2

Chronology of S&C’s Headline M&A Transactions:Europe

2010

The Achilles consortium (comprising funds managed by Apollo Management (US) and CVC Capital Partners (UK))

on its $1.4 billion take-private of Brit Insurance Holdings N.V. (Netherlands)

Alcon (Switzerland) in its $40 billion sale of Nestlé’s (Switzerland) Alcon stake to Novartis (Switzerland)

BP (UK) in its $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache Corporation (US)

Renault (France) / Nissan (Japan) on the €1.17 billion agreement for a strategic cooperation with Daimler

(Germany)

Rio Tinto (U.K.) in the divestment of its Alcan Global Packaging business in three separate transactions comprising:

the $2.03 billion sale of the Global Pharmaceuticals, Global Tobacco, Food Europe and Food Asia businesses to Amcor

(Australia); the $1.2 billion sale of the Food Americas packaging business to Bemis (U.S.); and the sale of Alcan

Beauty Packaging to Sun Capital Partners (U.K.)

2009

Anglo American PLC (UK) in its $1.28 billion sale of its remaining stake in London-listed AngloGold Ashanti (South

Africa) to funds managed by Paulson & Co. (US)

Commerzbank (Germany) in its $14.4 billion acquisition of Dresdner Bank (Germany)

Crédit Agricole (France) in its €6.6 billion combination of Crédit Agricole Asset Management (France) with the

majority of Société Générale’s (France) traditional asset management business in Europe and Asia

Endesa (Spain) on its $58.4 billion acquisition by Enel (Italy) and Acciona (Spain) (2007). S&C subsequently advised

Goldman Sachs (as fi nancial adviser to Enel) on Enel’s purchase of Endesa shares from Acciona

Integra/KOM9 consortium and Mainova (Germany) in its $4.2 billion acquisition of Thüga (Germany) from E.ON

(Germany)

PARIS RE (France) in its $2 billion combination with PartnerRe (Bermuda)

14 15

2008

Akzo Nobel (Netherlands) in its $16.1 billion acquisition of ICI (UK)

Caisse des Dépôts et Consignations (CDC) (France) in its $2.3 billion investment in Dexia

(Belgium)

Goldman Sachs (US) on its €345 million acquisition, together with Bridgepoint Capital (UK), of

Pret A Manger (UK)

Philips Electronics (Netherlands) in its $5.1 billion acquisition of Respironics (US)

Suez Environnement (France) in its $9.098 billion spin-off from Suez SA (France)

TOTAL (France) on its $473 million acquisition of Synenco (France)

2007

Allianz SE (Germany) on its $13.6 billion acquisition of Assurances Générales de France (AGF)

(France) of shares Allianz had not already owned

CVC Capital Partners Limited (Luxembourg) in the $2.14 billion acquisition of Univar N.V. by

Ulysses Luxembourg, a unit of CVC Capital Partners (UK)

CFF Recycling S.A. (France) in its $3.2 billion acquisition of Penauille Polyservices S.A. (PPS)

(France)

Osterreichische Post AG (Austria) and a consortium in its $4.2 billion acquisition of Bank

fuer Arbeit & Wirtschaft AG (BAWAG) (Austria)

Scottish Power plc (UK) in its $24.9 billion acquisition by Iberdrola S.A. (Spain)

Statoil ASA (Norway) on its $29 billion acquisition of the oil and gas business of Norsk Hydro

ASA (Norway)

Swisscom AG (Switzerland) on its $4 billion acquisition of FASTWEB S.p.A. (Italy)

Thomas Cook (formerly KarstadtQuelle) (Germany) on its acquisition of MyTravel (UK)

Intellectual Property and Technology Expertise

S ullivan & Cromwell’s Intellectual Property and Technology Group brings together lawyers from all aspects of the Firm’s practice to assist clients around the world

with the full spectrum of intellectual property and technology issues that confront today’s businesses.

OV E R V I E W

Our work includes enforcing patents, trademarks and other intellectual property rights against infringers and defending claims of infringement; negotiating, structuring and advising on transactions involving technology and intellectual property including complex patent licenses; assessing and managing intellectual property risks in various corporate transactions; providing advice regarding intellectual property protection and strategy; and obtaining security interests in intellectual property. We regularly advise and litigate with respect to the interplay of IP and competition law. Lawyers in our Intellectual Property Group are recognized as leading practitioners by prominent legal media including Chambers, Lawdragon, New York Super Lawyers, Northern California Super Lawyers and The Los Angeles Area’s Best Lawyers.

S E L E C T E D C L I E N T S

Recognized for its superior track record, S&C’s Intellectual Property Group is retained, year after year, as counsel to leading companies worldwide in many of their most signifi cant and complex intellectual property matters. The Group’s clients have included The Clearing House Association, Columbia University, Dyson, Eisai, France Telecom, j2 Global Communications, Mitsubishi, Mitsubishi UFJ Financial Group, MPEG LA, Novo Nordisk, NXP Semiconductors, Omnicom Group, Panasonic (f/k/a Matsushita Electric Industrial Co.), Philips Electronics, Sony, Technicolor (f/k/a Thomson), Tokio Marine Holdings, Tudor Investment and VeriFone.

In U.S. News & World Report’s inaugural

“Best Lawyers Best Law Firms” survey,

Sullivan & Cromwell’s Intellectual Property

practice achieved a Tier 1 national ranking.

16 17

“Sullivan & Cromwell maintains a highly

esteemed, transactions-oriented IP practice

group . . . [t]he team plays an important role

in transactions involving a signifi cant IP or

technology component . . . and is known for its

fl awless execution.”

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Our attorneys have advised clients on intellectual property matters in a wide range of industries and technologies, including:

Technology:

software (including SaaS)

open source

mobile operators and devices

computing

networking/communications

imaging

services

Semiconductors:

fabless semiconductor design

integrated device manufacturing

foundry services

lithography equipment

components

cores

design tools

Internet and Digital Media::

advertising

search

social networking

content, including music

gaming

Life Sciences:

pharmaceuticals

biotechnology

medical devices

Clean Technology:

batteries

renewable energy, including solar and biofuels

green materials

Client Industries IP and Technology Transactions

S&C has signifi cant experience handling intellectual property issues that arise in M&A and other corporate transactions. We have handled these transactions for technology

clients as well as a host of global companies across a wide range of industries. Our capabilities were expanded in 2010 with the addition of an experienced partner based in Palo Alto, who advises clients on a wide range of corporate and transactional matters where intellectual property or technology issues are key. Recent representations include, among others:

Ongoing

Anheuser-Busch InBev in its pending $20.1 billion acquisition of the remaining stake it does

not already own in Grupo Modelo

CGI Group in its pending $3.1 billion acquisition of Logica plc

Collective Brands in its pending $2 billion sale to a consortium

2012

AT&T in its $950 million sale of AT&T Advertising Solutions and AT&T Interactive to an affi liate

of Cerberus Capital Management

Amgen in its $315 million acquisition of Kai Pharmaceuticals; $1.16 billion acquisition of

Micromet

Billabong in the $460 million sale of a 51.5% interest in Nixon, its watch and accessories

brand, to an investor group

DISH Network in its $1.4 billion acquisition of TerreStar Networks

HSBC Holdings in the $2.6 billion sale of its credit card and retail services business in the

United States to Capital One Financial Corporation

Intel on intellectual property and joint development matters in connection with entering

into agreements to expand the NAND Flash memory joint venture between Intel and Micron

Technology

2011

American Express in its joint venture with vente-privee.com to launch an online platform for

private sales of luxury goods in the U.S.

Amgen in its $1 billion acquisition of BioVex Group

Cúram Software in its acquisition by IBM

EchoStar Communications in its $2.5 billion acquisition of Hughes Communications

Michael Rubin, CEO of GSI Commerce, in the $2.4 billion acquisition of GSI Commerce by eBay

18 19

the Heyman family in its $3.2 billion sale of International Specialty Products (ISP) to Ashland

Intel in its patent cross-license and settlement agreement with NVIDIA Corporation

Microsoft in the creation of CPTN Holdings – a consortium of technology companies including

Apple Inc., EMC Corporation and Oracle Corporation – and the consortium’s acquisition of 882

patents and patent applications from Novell, Inc., in connection with Attachmate’s acquisition of

Novell

Panasonic in its $9.7 billion acquisition of the outstanding minority interests in SANYO Electric

Credit and Panasonic Electric Works

2010

Avon Products in the sale of its 75% ownership interest in its Avon Japan business for

approximately $90 million and pre-paid royalties for certain intellectual property licenses

Cablevision in its $1.4 billion acquisition of Bresnan Communications

IMS Health in its $5.2 billion acquisition by investment funds managed by TPG Capital and the

CPP Investment Board

McCartney Productions Limited in an agreement with Hewlett Packard to digitize and

deliver via a private cloud the library of former Beatle Paul McCartney

Panasonic in its $4.6 billion acquisition of a majority equity interest in SANYO Electric Credit

2009

AdLINK Internet Media in its $41 million acquisition by Hi-media

Alibaba.com on U.S. law aspects in its acquisition of China Civilink

IT Holdings in its $133 million acquisition of SORUN

NXP in its strategic alliance with Virage Logic

an investor consortium led by Silver Lake Partners related to intellectual property and

licensing matters in connection with its $2 billion acquisition of a 65% interest in Skype

Technologies S.A. from eBay, Inc.

2008

Amgen in its $300 million sale of Amgen KK to Takeda Pharmaceutical Company

Digital Sky Technologies in its acquisition of a 15% stake, raising shareholding above 50%,

of Mail.ru

EchoStar Communications in its investment in TerreStar and its subsidiary, TerreStar

Networks

Mitsubishi UFJ Financial Group (MUFG) in various aspects of its agreement with Morgan

Stanley on several strategic alliance initiative agreements, following MUFG’s $9 billion

investment in Morgan Stanley

NXP in its $110 million purchase of the broadband media processing business of Conexant

Systems and its $85 million acquisition of GloNav

Samsung Electronics in its $5.6 billion proposed bid for SanDisk

Tokio Marine Holding, Japan’s oldest and largest property and casualty insurer, in its $4.7

billion acquisition of Philadelphia Consolidated Holding Corp. – at closing, the largest acquisition

by a Japanese company of a foreign fi nancial services fi rm

UnitedHealth Group in its sale of SecureHorizons Medicare Advantage HMO to Humana

2007

Amgen in its $300 million acquisition of Alantos Pharmaceuticals and its $420 million

acquisition of Ilypsa

Collective Brands in the $91 million acquisition of Collective Licensing International and the

$800 million purchase of Stride Rite

Fiserv in numerous transaction, including its $4.4 billion acquisition of CheckFree

Kodak in the $2.55 billion divestiture of its medical imaging and healthcare information

technology business to Onex Corporation, which involved the transfer of thousands of patents

and numerous trademarks

Other important transactions pre-2007

Archipelago Holdings in its $10.5 billion merger with New York Stock Exchange which formed NYSE Group (2006); eBay in its $1.5 billion acquisition of PayPal (2002); and Philips Electronics in many transactions, including the $10.3 billion sale of NXP, its semiconductors business, to KKR and Silver Lake Partners (2006)

20 21

IP and Technology Litigation

S&C’s Intellectual Property Group has deep experience in high-stakes intellectual property litigation across a wide range of industries. Representative litigation

engagements include:

counsel to CA, in its successful action for trade secret misappropriation and copyright

infringement in the Eastern District of New York against Rocket Software, Inc.

counsel to The Clearing House Payments Company, LLC, the operator of some of the

country’s major payments systems, in a successful patent litigation in the U.S. District Court for

the Eastern District of Texas brought by DataTreasury Corporation, asserting violation of patents

involving electronic check imaging activities

counsel to Collective Brands, Inc. (formerly Payless ShoeSource), in post-trial briefi ng,

strategy and settlement negotiations in connection with a trademark infringement lawsuit

brought by Adidas in the District of Oregon, as well as enforcing various Collective Brankd

patents

counsel to Dolby International AB, the Swedish subsidiary of Dolby Laboratories, in a

successful patent infringement action brought against Research in Motion, the maker of the

popular BlackBerry smartphone, regarding patents covering an advanced method of audio

compression

counsel to Dyson, in a series of signifi cant IP litigation matters including a successful patent

infringement trial

counsel to Eastman Kodak Company in its ongoing bankruptcy auction sale

counsel to Eisai, in a patent infringement action, successfully protecting Eisai’s patent on a

lucrative anti-ulcer drug against a generic manufacturer

counsel to the Financial Accounting Standards Board – the principal private sector

organization for establishing fi nancial accounting standards in the U.S. – and its governing body,

in an action brought by Silicon Economics, Inc., (“SEI”) relating to SEI’s patented method of

fi nancial accounting

counsel to General Electric, LG Electronics, Mitsubishi Electric, Samsung Electronics,

Thomson Licensing, The Trustees of Columbia University in the City of New York,

U.S. Philips Corp. and Victor Co. of Japan in an action fi led in the U.S. District Court for the

Southern District of New York against Hong Kong-based Lenovo Group and its U.S. subsidiary,

Lenovo (United States) Inc. for willfully infringing the plaintiffs’ patents that are essential to the

MPEG-2 digital video compression standard

counsel to IntercontinentalExchange, Inc. (“ICE”), in an intellectual property action brought

by the New York Mercantile Exchange, Inc. (“NYMEX”) alleging copyright infringement and

violation of federal trademark laws

counsel to j2 Global Communications, in asserting Lanham Act trademark infringement,

patent infringement and false advertising claims in the U.S. District Court for the Central District

of California

counsel to MPEG LA and MPEG-2 and ATSC patent owners in various successful patent

infringement actions – The Am Law Litigation Daily named the partner in charge of MPEG LA

“Litigator of the Week” in 2010 for his successful role in its settlement of an action pertaining

to its MPEG-2 patent portfolio licensing program

counsel to Novo Nordisk in two consolidated patent infringement actions in the Eastern

District of Texas and the Southern District of New York, successfully proving infringement on

its patent

counsel to Philips, in numerous IP litigation matters, including actions involving Princo

Corporation, Gigastorage Corporation, Imation Corp., and Moser Baer

counsel to Samsung Electronics Co., Ltd., LG Electronics Inc. and the Trustees of Columbia University, in a patent infringement action against Petters Group Worldwide, LLC,

Polaroid Corporation and Westinghouse Digital Electronics, LLC

counsel to Security Mutual Life Insurance Company of New York and Archway Technology Services, Inc. in the coordination of post-trial proceedings and the potential

appeal of an adverse jury verdict in a trade secret misappropriation suit brought by Member

Services, Inc. (S&C was retained on this matter after the trial concluded.)

22 23

M&A and Intellectual Property and Technology Practices Key Partners

Michael DeSombreHong Kong+852 2826 8696desombrem@sullcrom.com

Izumi AkaiTokyo+81 3 3213 6145akaii@sullcrom.com

Keiji HatanoTokyo+81 3 3213 6171hatanok@sullcrom.com

Robert ChuMelbourne+61 3 9635 1506chur@sullcrom.com

A S I A PA C I F I C

Korea Japan

Australia

China

Chun WeiHong Kong+852 2826 8666weic@sullcrom.com

Garth BrayNew York / Tokyo+1 212 558 7264brayg@sullcrom.com

William Chua Hong Kong+852 2826 8632chuaw@sullcrom.com

Michael DeSombreHong Kong+852 2826 8696desombrem@sullcrom.com

Kay Ian NgHong Kong+852 2826 8601ngki@sullcrom.com

Gwen WongHong Kong / Beijing+852 2826 8622wonggw@sullcrom.com

Joseph FrumkinNew York+1 212 558 4101frumkinj@sullcrom.com

James Morphy New York+1 212 558 3988morphyj@sullcrom.com

Francis J. Aquila New York+1-212-558-4048aquilaf@sullcrom.com

Alison ResslerLos Angeles+1 310 712 6630resslera@sullcrom.com

Garrard Beeney New York+1 212 558 3737beeneyg@sullcrom.com

John EvangelakosNew York+1 212 558 4260evangelakosj@sullcrom.com

Nader MousaviPalo Alto+1 650 461 5660mousavin@sullcrom.com

Sergio J. GalvisNew York+1 212 558 4740galviss@sullcrom.com

T H E A M E R I C A S

U.S. A. Latin America

24

Tim EmmersonLondon+44 20 7959 8595emmersont@sullcrom.com

Richard MorrisseyLondon+44 20 7959 8520morrisseyr@sullcrom.com

Ben PerryLondon+44 20 7959 8477perryb@sullcrom.com

Dominique BompointParis+33 1 7304 6820bompointd@sullcrom.com

Olivier de VilmorinParis+33 1 7304 5895devilmorino@sullcrom.com

William TorchianaParis+33 1 7304 5890torchianaw@sullcrom.com

Wolfgang FeuringFrankfurt+49 69 4272 5511feuringw@sullcrom.com

Konstantin TechnauFrankfurt+49 69 4272 5521technauk@sullcrom.com

Carsten BerrarFrankfurt+49 69 4272 5506berrarc@sullcrom.com

York SchnorbusFrankfurt+49 69 4272 5517schnorbusy@sullcrom.com

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