Shearman & Sterling represented Morgan & Stanley Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated as underwriters in connection with an SEC-registered offering of US$1,000,000,000 aggregate principal amount of the Republic of Peru’s 5.625% US Dollar-Denominated Global Bonds due 2050. Shearman & Sterling also represented Morgan & Stanley Co. Incorporated as Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotiabank Peru as initial purchasers in a Rule 144A/Regulation S offering of Global Depositary Notes (“GDNs”) representing S. /4,196,250,000 aggregate principal amount of the Republic of Peru’s 7.84% Nuevo Sol-Denominated Bonos Soberanos due 2020. The net proceeds from the offerings are being used for partial prepayment of external indebtedness, reimbursement of expenses to the treasury and prefinancing a portion of the general financing requirements for the year 2011.

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DLA Piper announced that it is representing Hypercom Corporation in its stock-for-stock with VeriFone Systems, Inc. The deal is valued at approximately $485 million. Verifone and Hypercom are leading global companies in electronic payment solutions, and the merger will combine Hypercom’s strong European presence with Verifone’s strong US and Asian presence.

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Shearman & Sterling successfully represented its client, a European shipyard company, in an ICC Pre-arbitral Referee procedure in which a North-African State entity had requested interim measures. The applicant sought the appointment of a technical expert on the ground that this was necessary to preserve or establish evidence. The underlying dispute arose out of a contract for the construction of a ferry. In parallel with this procedure, the applicant filed a request for arbitration with the ICC.

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Lawyers from the Warsaw office of global law firm K&L Gates LLP recently represented the Warsaw Stock Exchange (WSE) in negotiations for the acquisition of a new cash and derivatives trading platform with the world’s leading exchange group. The transaction will trigger WSE’s migration from existing technology to a new state-of-the-art platform and is consistent with its international strategy to become the financial center of the Central and Eastern Europe (CEE) region.

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Davis Polk is advising EBX Group Ltd. with respect to U.S. matters on its approximately C$1.2 billion offer to acquire all of the outstanding publicly held shares of Ventana Gold Corp. Through its subsidiary 63X Master Fund, EBX currently holds 20% of Ventana’s common shares.

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Davis Polk advised Exxon Mobil Corporation in connection with tender offers to purchase an aggregate principal amount of $1.244 billion of certain outstanding debt securities of its wholly owned subsidiary, XTO Energy Inc. Barclays Capital Inc. and J.P. Morgan Securities LLC were the dealer managers in connection with the tender offers.

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The Firm recently represented the Republic of Peru in connection with the issuance of approximately US$2.5 billion sovereign bonds in two separate transactions that closed simultaneously. The transactions included (i) the issuance and sale of S/. 4.19 billion (US$1.5 billion) of nuevo sol-denominated bonos soberanos due 2020, which were initially purchased by Scotiabank Peru and resold as global depositary notes by Merrill Lynch and Morgan Stanley to qualified institutional buyers in the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S and (ii) the issuance and sale of US$1 billion U.S. dollar-denominated global bonds due 2050 in an SEC-registered offering underwritten by Merrill Lynch and Morgan Stanley.

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Davis Polk acted as special product counsel for Morgan Stanley & Co. Incorporated as the sole book-running manager and representative of the underwriters on a registered public offering by Radian Group Inc. of $450 million aggregate principal amount of 3.00% convertible senior notes due 2017 (which included the full exercise of the over-allotment option). In addition, Davis Polk advised the counterparty to capped call transactions with Radian Group in connection with the convertible senior notes offering.

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DLA Piper’s Sports team has successfully advised the Scottish Rugby Union (SRU) on the sale of broadcast rights for Scotland’s Autumn Internationals to the BBC. It is the first time in several years that the SRU has sold the rights on an individual basis and will mean that Scotland’s matches against New Zealand, South Africa and Samoa later this month will be shown live on the BBC.

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