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Keith Pagnani is actively involved in the Firm s corporate practice and has broad experience in merger and acquisition transactions for a range of domestic and international clients. Selected Transactions Transactions in which he has been involved include representations of: Alcon, Inc. in the sale of Nestle S.A.'s Alcon stake to Novartis AG; UnitedHealth Group, parent of UnitedHealthcare, in the acquisition of Sierra Health Services and recent acquisition of Arnett HealthSystem; UnitedHealth Group in its acquisition of John Deere Healthcare; Oxford Health Plans in its sale to UnitedHealth Group; the Special Committee in the sale of Vertrue to One Equity Partners along with members of management; Rabobank in its acquisition of Mid-State Bancshares; the Board of Directors of Andrx in its sale to Watson Pharmaceuticals; IMS Health in its aborted merger with VNU, N.V. and its sale of Erisco to TriZetto Group and the subsequent sale of its TriZetto interest; CA, Inc.(f/k/a Computer Associates) in its acquisitions of Niku Corporation, Concord Communications and Netegrity; Pharmacia in its merger with Pfizer; ING in the sale of its U.S. investment banking business to ABN Amro; Goldman, Sachs & Co. in its acquisitions of Spear, Leeds & Kellogg, LLC and Benjamin Jacobson LLC; the Special Committee of NCH s Board of Directors in connection with NCH s going-private transaction; SBC Communications, Inc. in its acquisitions of Ameritech and Prodigy Communications Corporation; Provident Companies in its merger with UNUM, Inc.; Vivendi S.A. in its acquisition of Superior Services, Inc.; Western Resources in its unsolicited exchange offer for ADT Limited; Praxair in its successful takeover of CBI industries; Eastman Kodak in the sales of more than $3 billion of assets; and the combination of Covia Partnership and Galileo Company Ltd. to form the world s largest computer reservations system. In transactions where the Firm has represented financial advisors, Mr. Pagnani has been involved in: PeopleSoft's defense against and ultimate sale to Oracle; Dana s defense against ArvinMeritor Inc. s hostile offer; Boise Cascade s acquisition of OfficeMax; Taubman Centers, Inc. s defense against Simon Property Group, Inc. s hostile offer; Hewlett-Packard's merger with Compaq; TRW's merger with Northrop Grumman Corporation, Sanmina Corporation s merger with SCI Systems, Inc.; General Motors' spin-off of Hughes Defense business; Monsanto Corporation s acquisition of DeKalb Industries; General Signal's sale to SPX Corporation; the sale of International Family Entertainment to Fox; the merger of Provident Companies, Inc. with the Paul Revere Corporation; Teledyne's merger with Allegheny Ludlum; and Wallace Computer Services' successful defense against a takeover bid by the Moore Corporation. Mr. Pagnani is a frequent speaker on M&A and corporate matters, including as a faculty member of the Practising Law Institute. He was a panelist for It's a Hostile World: Creating and Implementing Takeover Defenses at PLI's Doing Deals 2008: Understanding the Nuts & Bolts of Transactional Practice and on The Role of Buyout Funds in Leading Canadian Deals at ALM s The US/Canadian Cross-Border M&A Forum. Mr. Pagnani also is actively involved in the Firm's management and administration, including the administration of the M&A Group, acting as the Firm's Hiring Partner and head of legal recruiting and a member of the Firm's Administrative, Associate Development and Diversity Committees. Rankings and Recognition Mr. Pagnani is named as a leading lawyer for M&A in New York Super Lawyers (2007, 2006), for banking and finance, intellectual property, M&A and private equity in The Lawdragon 500: New Stars, New Worlds (2006), and as a leading lawyer finalist in The Lawdragon 500: Leading Lawyers in America (2007). | 