CORPORATE AND SECURITIES PARIS LLP

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1 CORPORATE AND SECURITIES PARIS LLP ddefinitive ADVICE PRACTICAL GUIDANCE POWERFUL ADVOCACY

2 A dedicated team of more than 25 corporate and securities lawyers in Paris who advise French and foreign multinational clients on domestic and cross-border M&A and financing transactions. Attorney Advertising. Prior results do not guarantee a similar outcome.

3 DECHERT LLP Dechert s corporate and securities team in Paris is composed of more than 25 lawyers who advise French and foreign multinational corporations on domestic and cross-border mergers and acquisitions and financing transactions. Our longstanding clients include corporations in the life sciences, telecommunications, chemical, food, industrial gas, manufacturing and services sectors as well as private equity funds acquiring and divesting assets in France and across the globe. Our team is an energetic, business focused group, with predominantly French trained lawyers (many of whom are dual-qualified in US and UK law or are graduates from top business schools). Hallmarks of our practice include: strong track record in sophisticated M&A transactions wide-ranging experience in multi-jurisdictional transactions, including emerging markets deep industry knowledge and understanding of the relevant regulatory environment focus on cost-efficiency constructive approaches to negotiations Nationally and Internationally Recognized Our Paris office and our lawyers are consistently recognized among the best in France by leading legal directories and the most prominent league tables, including: Chambers, The Legal 500, Practical Law Company, Décideurs Stratégie Finance Droit, Le Magazine des Affaires and CF News. In addition, our team in France is part of Dechert s top-ranked corporate and securities practice, recognized worldwide as a leading advisor in mergers and acquisitions, private equity and finance. We work closely with other Dechert lawyers in tax, labor, litigation and international arbitration, competition and finance to structure and close complex transactions efficiently and successfully for our clients.

4 Representative Clients Air Liquide Allergan Altrad Group Astellas Pharma Baxter Bearing Point Catalent Continental Covance Credit Agricole Private Equity Crown France Telecom Gilead GlaxoSmithKline Groupe BEL Groupe Rossel Illinois Tool Works Innate Pharma Kerry Group Lundbeck Mediq One Equity Partners SCC Stanley Black & Decker West Pharmaceutical Services Zealand Pharma Our Services Mergers and Acquisitions Dechert represents strategic buyers and sellers in structuring, negotiating and closing transactions around the globe, such as share and asset acquisitions and divestitures. Whether the deal is domestic or international, public or private, negotiated or hostile, our M&A team s commitment to achieving our clients business imperatives remains consistent structure financeable deals, be practical, focus on speed-to-market execution and protect our clients interests in all phases of the transaction. Industry focus is a key part of our corporate and securities practice. Dechert is renowned for representing clients in all kinds of transactions where a thorough knowledge of the industry and regulatory climate is crucial to effective deal structures.

5 Experience. Efficiency. Innovation. Responsiveness. Private Equity Private equity investors around the world rely on our global team of lawyers to advise at every phase of the investment life cycle. We provide creative, practical solutions to the most complex issues in forming funds, structuring investments and financings, advising on portfolio company transactions and accomplishing successful exits through public offerings and sales. We advise private equity clients across various asset classes, including leveraged buyout, venture capital and growth capital, as well as their portfolio companies. In addition, we frequently represent management teams in connection with leveraged buyout and secondary buyout transactions. Licensing and Strategic Alliances With a sharp eye on the issues around competition through cooperation, Dechert lawyers negotiate and structure agreements across the global supply chain to optimize financing, development, manufacturing, and distribution for clients with a particularly strong track record in the life sciences and technology sectors. Corporate Finance Our international team of more than 100 securities lawyers, including our group in Paris, represents European, US, Latin American and Asian issuers, sponsors, investors, underwriters and placement agents in all types of public and private issuances of debt and equity securities. Corporate Law We provide a full range of corporate services to French corporations and foreign multinationals doing business in France, including advising on corporate formation and creation of legal structures, corporate governance and compliance. Working closely with our tax and labor teams, we also regularly advise clients on complex reorganizations.

6 Representative Domestic and Cross-Border Transactions A US Fortune 500 company on two acquisitions of leading French groups focused on security monitoring systems one from financial sponsors and the other from a US Fortune 500 group The shareholders, including two French private equity firms, of a French medical device company in the sale of the company to a listed Chinese pharmaceutical company A Copenhagen-based biopharmaceutical company in its initial public offering, which won the European Mediscience Transaction of the Year Award A global telecom company headquartered in France in the reorganization of its joint venture in Egypt The shareholders of a French pharmaceutical company on its 195 million sale to a strategic buyer The private equity fund of a major French bank on its investment in a leading medical technology company A leading portfolio of a major US private equity firm on the sale to a turnaround fund of a French facility specializing in pharmaceutical contract manufacturing A US Fortune 250 manufacturer on its acquisition of a leading French group in professional kitchens from a private equity fund A French chemical company on the sale of its global agrochemical operations for 110 million An Irish food ingredient company in its acquisition of the global flavors business from one of the world s largest private companies based in the United States A global food company headquartered in France in its acquisition of a Ukrainian group, as well as in the negotiations relating to a financial investment by EBRD in the group The management of a French life sciences company on its LBO and subsequent secondary buyout A CAC 40 company on its acquisition of a Middle Eastern company with subsidiaries in Egypt, Saudi Arabia, India and the Emirates A worldwide French leader in the food industry on its 400 million acquisition of a brand from a consumer products company The shareholders of a French biotechnology company in the sale of 100% of the shares of the company to a French pharmaceutical company A leading European pharmaceutical company on its 90 million acquisition of an independent North African pharmaceutical company and on the French aspects of a major joint venture A private equity fund on the French aspects of its $456 million purchase from the CAC 40 shareholder of a leading company in the international business travel market A listed French biotech in its option and license agreement with a Fortune 500 pharmaceutical company for its leading oncology product A sovereign state, as stakeholder in a CAC 40 company, on a 21 billion takeover by a European industrial company A US Fortune 250 pharmaceutical company on the French aspects of the sale of its transfusion therapy division for $540 million The European management team of a worldwide consultancy firm on its MBO over the European practice in the context of a Chapter 11 procedure of the US parent company A listed Dutch medical device and pharmaceutical company in the acquisition of a French family-owned supplier of medical devices A world leader in private equity and venture capital on the French aspects of its acquisition of an industrial manufacturer for 500 million A European biotech on the French aspects of the sale of a new pain treatment drug to a global healthcare company for $190 million A US Fortune 250 company in the automotive equipment business on the French aspects of the $158 million sale of a division An Austrian vaccine biotech on its global strategic alliance with a Fortune 500 pharmaceutical company The management in the secondary LBO of a French transportation company A Fortune 500 packaging company on its amendment of existing senior secured credit facilities and $500 million debt prepayment

7 Dechert (Paris) LLP 32 rue de Monceau Paris France Tel: Fax: dechert.com Elizabeth Naud and Luc Poux, architects

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