MERGERS AND ACQUISITIONS

The mergers and acquisitions team of Herzog, Fox & Neeman represents acquirers, sellers, targets, and financial institutions in international transactions.

Lawyers from HFN have advised clients such as Cerberus Capital Management LP and Gabriel Capital Management in their acquisition of a controlling stake in Bank Leumi le-Israel, Apax Partners in the acquisition by the Apax Saban Arkin Group of 30% of Bezeq, The International Telecom Company for approximately US$ 923 million, Scitex Vision Ltd in an asset sale to Hewlett-Packard Company, for approximately US$ 230 million; the Safra Family of Brazil in connection with the sale of their 37.5% stake in Cellcom Israel for approximately US$ 700 million, Cadence Design Systems, Inc. in connection with its acquisition of Verisity Ltd. for approximately $300 million; Koor Industries in its sale of its holdings in Tadiran Communications and in Elisra Electronic Systems to Elbit Systems (NASDAQ: ESLT) and Markstone Capital Partners (a major private equity fund) with regard to several major acquisitions (including Golden Pages Publishing Ltd., Steimatzky and the PKN mutual fund manager).

HFN's corporate team has also recently advised such companies and institutions as Microsoft, BMC, GE, Motorola, Goldman Sachs, Morgan Stanley and UBS on transactions in Israel.

The M&A team works closely with the tax team, whose members have substantial knowledge of mergers and spin-offs. This integrated team approach and the collective knowledge of the mergers and acquisitions lawyers enable HFN to provide a broad range of expertise and a comprehensive package of legal services, including

Negotiating and drafting asset, stock purchase and sale agreements and merger agreements;

Assisting in the preparation of due diligence reviews;

Advising boards of directors on corporate governance issues;

Developing management and employee participation and incentive programs;

Securing regulatory approvals and licenses;

Assisting in the preparation of registration statements, and making the appropriate filings to the Israeli Securities Authority;

Negotiating and drafting documents for financing transactions, such as bank and convertable loan agreements.