Shearman & Sterling is advising Sun Pharmaceutical Industries Ltd. (Sun Pharma) on its merger agreement with Taro Pharmaceutical Industries Ltd. (Taro). Upon completion of the merger, Taro will become a privately held company, will be wholly owned by affiliates of Sun Pharma, and its ordinary shares will no longer be traded on the New York Stock Exchange. The closing of the merger is subject to certain terms and conditions customary for transactions of this type.

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Davis Polk is advising Westar Energy, Inc. in connection with an SEC-registered dribble-out offering and related forward transactions as part of its existing $500 million continuous equity financing program. BNY Mellon Capital Markets, LLC, acted as the sales agent.

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Davis Polk advised Barclays Capital Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC as joint book-running managers in connection with an offering by StanCorp Financial Group, Inc. of $250 million aggregate principal amount of 5% senior notes due 2022.

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Davis Polk advised Ingram Micro Inc. on its SEC-registered debt offering of $300 million aggregate principal amount of senior notes due 2022. The offering was made through an underwriting syndicate led by Morgan Stanley & Co. LLC and RBS Securities Inc.

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Chadbourne & Parke LLP represented Southern Cross Latin America Private Equity Fund IV, L.P. (“Southern Cross”) in connection with its investment in Estrella International Energy Services Ltd. The deal closed August 8, 2012.

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Orrick, Herrington & Sutcliffe LLP is representing VanceInfo Technologies Inc. in its tax-free, all-stock merger of equals with hiSoft Technology International Limited, valued at US$875 million.

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Davis Polk advised the United States Department of the Treasury (Treasury) in connection with its offering of approximately 188.5 million shares of common stock of American International Group, Inc. (AIG), which included the full exercise of the underwriters’ over-allotment option, representing proceeds to Treasury of approximately $5.75 billion. AIG agreed to purchase approximately 98.4 million shares in the offering, representing approximately $3.0 billion of Treasury’s proceeds from the sale. The offering reduced Treasury’s remaining investment in AIG to approximately 871.1 million shares of common stock and reduced Treasury’s percentage ownership of AIG’s outstanding shares of common stock from 61% to approximately 53%.

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Davis Polk advised J.P. Morgan Securities LLC, Merrill Lynch, Pierce Fenner & Smith Incorporated and Morgan Stanley & Co. LLC as joint book-running managers on an SEC-registered offering by Celgene Corporation of $500 million aggregate principal amount of its 1.9% senior notes due 2017 and $1 billion aggregate principal amount of its 3.25% senior notes due 2022.

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Davis Polk advised Goldman, Sachs & Co. as the sole underwriter in connection with an SEC-registered secondary offering of 3,000,000 shares of Class A common stock of Duff & Phelps Corporation, of which 1,794,556 shares were sold by Vestar Capital Partners and its affiliates and 1,205,444 shares were sold by Shinsei Bank, Limited. The net proceeds of the offering were approximately $40 million. The Class A common stock is listed on the NYSE.

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Shearman & Sterling represented the underwriters, led by J.P. Morgan Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, Inc., in connection with the public offering of $500 million aggregate principal amount of 3.625% Senior Notes due 2022 of Omnicom Group Inc. and its wholly owned finance subsidiary, Omnicom Capital Inc. This offering is a reopening of its previous offering of 3.625% Senior Notes in April of this year.

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