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Davies represents BCE Inc. in CDN $51.7 billion acquisition
BCE Inc. reached a definitive agreement to be acquired by an investor group led by Teachers Private Capital, the private investment arm of the Ontario Teachers Pension Plan, Providence Equity Partners Inc., and Madison Dearborn Partners LLC. The all-cash transaction is valued at CDN $51.7 billion. Davies is representing BCE Inc.

Bill Ainley (Toronto) and Maryse Bertrand (Montréal) are leading the deal with a team that includes: Steven Harris, Alex Moore, Philippe Rousseau in Toronto and Andrew Bryan and Alain Roberge in Montréal.

07-28-2007

Davies represents InnVest REIT and Cadbridge Investors LP in $2.5 billion take-over bid of Legacy Hotels REIT
InnVest Real Estate Investment Trust, in partnership with Cadbridge Investors LP, a joint venture entity between affiliates of Cadim Inc., a division of the Caisse de Depot et placement du Quebec, and Westmont Hospitality Group, have announced a take-over bid for all of the outstanding units of Legacy Hotels Real Estate Investment Trust. The deal is valued at approximately $2.5 billion. Davies is representing the purchasing group. In addition, Davies is representing InnVest REIT in connection with its pubic offering of of approximately $270 million of subscription receipts and convertible debentures, the proceeds of which will partially fund InnVest REIT's portion of the take-over bid.

07-28-2007

Bill Sweetnam to chair ALI-ABA 409A Interactive Workshop on Compensation Plans
Bill Sweetnam will chair an ALI-ABA presentation on the IRC 409A regulations in Philadelphia on August 30, 2007. This three-hour, interactive in-person workshop and video webcast provides insiders' views on the practical issues that you’ll face in the short and long term planning for nonqualified deferred compensation arrangements.

Topics include:

* Grandfathered plans

* Performance-based compensation

* Severance & change in control plans

* Short-term deferral rules

* Interaction with §457 plans

* Issues with compensating employees in private companies

* Option/SAR valuation issues

* Issues in converting to a privately held company

* Coordination between excess benefit plans & tax qualified plans

* And much more!

07-27-2007

Medtronic in $3.9 Billion Kyphon Acquisition
Cleary Gottlieb is representing Medtronic, Inc. in connection with its pending acquisition of Kyphon, Inc. The all cash transaction announced on July 27 is valued at $3.9 billion, and is expected to be completed in the first quarter of 2008.

Medtronic is a global leader in medical technology, alleviating pain, restoring health and extending life for millions of people around the world. Kyphon develops and markets medical devices designed to restore and preserve spinal function and diagnose sources of low back pain using minimally invasive technologies.

07-27-2007

Intesa in Carifirenze Acquisition
Cleary Gottlieb represented Citigroup Global Markets Limited as financial advisor to Intesa Sanpaolo S.p.A in connection with Intesa’s purchase of a controlling stake in Banca CR Firenze S.p.A. (also known as Carifirenze). The deal was announced on July 27.

As a result of the acquisition, Intesa is expected to launch a mandatory cash tender offer for Carifirenze’s remaining shares.

Intesa, recently formed as a result of a merger between Banca Intesa and Sanpaolo IMI, is a leading Italian banking group with a strong presence in Central Eastern Europe and the Mediterranean basin.

07-27-2007

Honeywell in $900 Million Bond Offering
Cleary Gottlieb represented Honeywell International Inc. in its $900 million registered bond offering. The offering, conducted under Honeywell’s automatic shelf registration statement, included two series of investment-grade, senior unsecured bonds (one fixed-rate, one floating rate). JP Morgan, Deutsche Bank Securities and UBS Investment Bank were the lead underwriters for the offering, which priced on July 24 and closed on July 27.

Honeywell International Inc. is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; automotive products; turbochargers; and specialty materials.

07-27-2007

Richard J. Cutler Joins Dechert's White Collar & Securities Litigation Group
Dechert LLP announced today that Richard J. Cutler, a former Assistant United States Attorney in the Northern District of California, has joined the firm as counsel in its white collar and securities litigation group. He will be located in Dechert's Silicon Valley office.

Cutler served as an Assistant U.S. Attorney in California from 1997 until his recent decision to join Dechert. He has prosecuted and tried a wide variety of criminal cases ranging from those filed by the Computer Hacking and Intellectual Property Section, to false claims acts and defense contracting fraud, to violations of environmental statutes by corporations, to high-profile RICO cases against organized crime.

"We are very excited that such a well-respected and well-liked trial lawyer from the U.S. Attorney's Office has decided to join us," said Frederick G. Herold, a white collar litigation partner in Dechert's Silicon Valley office who specializes in representing life sciences companies. "Rich will really enhance our capabilities, especially in complex internal investigations and matters being handled by the nearby U.S. Attorneys' offices."

Cutler previously handled civil and criminal environmental matters for the Santa Clara County (San Jose) D.A.'s Office and the U.S. Department of Justice (Environmental Crimes Section) and tried and argued the appeals of many cases as a prosecutor in the Kings County (Brooklyn, NY) D.A.'s Office. He also served as an associate at Fenwick & West handling civil litigation matters on behalf of technology companies.

"After many fulfilling years at the U.S. Attorney's Office, I am excited to join Dechert and their outstanding litigation practice," Cutler said.

Cutler is a graduate of Tufts University (B.A., 1979, summa cum laude, phi beta kappa) and the Columbia University School of Law (J.D., 1982, Harlan Fiske Stone Scholar), and is admitted to the bars of California and New York.

07-27-2007

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