Corporate

Finance

Securitization

Litigation

Intellectual Property

Regulatory

What issues face an Israeli business as it accesses global capital? How can Israeli technology be protected outside of Israel? What innovative financing mechanisms may be available to Israeli enterprises? How should you structure an investment in Israel?

These are just some of the questions Mayer Brown's Israel specialists help to answer for clients on a regular basis. The lawyers in our Israel Group have the practical experience, technical skills and commercial know-how needed to realize your objectives in one of the world's burgeoning technology markets.

Corporate

• We are representing BellSouth in the sale of its 34.75 percent equity ownership in Cellcom, a cellular communications operator in Israel, to Discount Investment Corp, Ltd. (TLV: DISI.TA). Discount Investment Corp. has agreed to pay BellSouth $625 million for BellSouth's entire Cellcom ownership interest.

• We are representing Sensus Metering Systems, Inc. in its acquisition of the automated meter reading technology and assets of Nexus Data (Israel) Ltd.

• We advised on an investment in an investment fund by Gemini Israel IV Limited Partnership, managed by our client, Invesco Private Capital, Inc.

• We acted as UK and U.S. legal adviser to Code Securities Limited and Altium Capital Limited on XTL Biopharmaceuticals Ltd's proposal to raise $17.8 million (£9.8 million) through an Open Offer incorporating a UK Placing, an Israeli Private Placement and a US Private Placement. XTL Biopharmaceuticals is an Israel-based biopharmaceutical company developing drugs against hepatitis and is listed on the Official List.

• We provided legal advice to OMRIX Pharmaceuticals (Israel) Ltd., on a Series B venture capital transaction.

• We represented Marconi PLC in the creation of a new company to develop software in Israel, transfer of employment and initial capitalization.

• We advised an Israeli law firm on behalf of its client, Israel Electric Corporation Ltd., and S. Horowitz & Co., concerning certain aspects of IEC's ongoing business relationship with a U.S. corporation currently in Chapter 11.

• We advised Marconi Communications in its $4 million acquisition of the interest of Applied Games in Gnome, Inc., a joint venture formed to develop specific telecommunication equipment technology. In addition, Marconi funded a bridge loan for an Israeli company formed by the principals of Applied Games.

• We represented Wasserstein Perella & Co., Inc. as financial advisor to ESC Medical Systems Ltd, an Israel-based medical laser company, in connection with its $203 million acquisition of the assets and liabilities of Coherent Medical Group from Coherent, Inc.

• We provided general representation of Surface Technologies Ltd., an Israeli company in the friction reduction industry.

• We represented Soros Fund Management in its investment in this Israeli Venture Fund.

Finance

• We advised Fremont Investment & Loan in a $111 million construction loan to 15 Broad Street, LLC, a Delaware limited liability company, controlled in part by Africa Israel Investments, Ltd., an Israeli Company.

Our lawyers have considerable expertise representing leading Israeli financial institutions, having represented Bank Hapoalim, Bank Leumi and Mizrahi Tefahot Bank on a regular basis for many years, as well as the Association of Banks in Israel and a half-dozen other Israeli banks (including Union Bank, Bank of Jerusalem and First International Bank of Israel) on various specific projects. Representative maters include:

• We represented Bank Hapoalim in obtaining regulatory approvals for the establishment of Signature Bank, its de novo New York bank subsidiary and Signature Securities, its U.S. broker-dealer subsidiary. The Federal Reserve approval for Signature Bank was the first time the Federal Reserve found that an Israeli bank was subject to "comprehensive consolidated supervision," and required development of an extensive government relations strategy to address the fact that Israel had been included on the Final Action Task Force's list of countries that are "non-cooperative in the fight against money laundering."

• We represented Bank Leumi in several transactions designed to rationalize and consolidate its U.S. operations, including precedent-setting transfers of its FDIC-insured branches to its U.S. bank subsidiary made possible by first obtaining an innovative ruling from the FDIC under the Riegle-Neal Interstate Banking Act.

• We represented Mizrahi Bank in U.S. matters relating to its privatization by the Israeli government and the subsequent sale of its New York bank subsidiary to Safra National Bank.

• We represented Bank Leumi in its establishment of a venture fund licensed as a Small Business Investment Company as part of a joint venture with Jonathan Leitersdorf.

• We represented the trade association of Israeli banks in the multi-faceted government relations effort to obtain approval from the IRS for Israeli banks to become "qualified intermediaries" under new IRS withholding regulations, overcoming in the process significant obstacles posed by Israel's inclusion on the FATF list of non-cooperative countries.

• We represented Bank Leumi USA in its acquisition from the FDIC of a failed Florida bank, implementing a strategy we developed to enable the bank to better serve its customer base and pursue new business opportunities in Florida despite that state's restrictive interstate banking laws.

• We represented Union Bank of Israel in connection with its application to establish a representative office in the United States.

• We represented Bank Leumi USA in the establishment of its U.S. broker-dealer subsidiary, Leumi Investment Services, Inc.

• We obtained the necessary U.S. regulatory approvals to enable the Shlomo Eliahu Group to exercise its options to acquire additional shares in Bank Leumi.

• We represent various interests of the Yuli and Sammy Ofer and Moshe Wertheim families in connection with issues arising out of their ownership interests in Mizrahi Bank.

Securitization

• We advised Rabobank International regarding the structuring and documenting of a $250 million securitization of trade receivables arising from sales of metals by Israeli, US, German, English, French, Spanish, Dutch and Netherlands Antilles subsidiaries of Makteshim Agan Industries Ltd.

• We advised Rabobank International regarding the structuring and documenting of a $220 million securitization of trade receivables arising from sales of chemicals by Israeli, US, German, English and Dutch subsidiaries of Israel Chemicals Ltd.

• We advised Bank of America, N.A., regarding the structuring and documenting of a $255 million securitization of trade receivables arising from sales of chemicals by Israeli, US, German, English and Dutch subsidiaries of Israel Chemicals Ltd.

• We advised Bank of America, N.A., regarding the structuring and documenting of a $150 million securitization of trade receivables arising from sales of metals by Israeli, US, Spanish and Netherlands Antilles subsidiaries of Makteshim Agan Industries Ltd.

Litigation

• We represented AXA Insurance in claims by Haifa Chemicals Ltd. and their insurers, Agrochem Insurance Company Ltd., against AXA's insured, Johnson Matthey, arising out of the cleandown of a chemical plant in Israel by Johnson Matthey's subcontractor, RS Bruce Ltd.

• We represented Diners Club International Ltd., in a contract dispute and possible arbitration with its franchisees in Israel.

• We advised professional indemnity underwriters in relation to the proceedings commenced against them in Israel.

• We represented a leading U.S. glass manufacturer in defending against claims involving a major construction project in Tel Aviv, Israel.

• We represented Lloyd's Underwriters in an investigation as to whether an Israeli insurance broker acted in breach of the terms of a binding authority.

Intellectual Property

• We are advising the State of Israel Ministry of Agriculture Research Organization on certain patent and intellectual property matters.

• We represented Dr. Klaus Bender in a license agreement with Weizman Institute in Israel.

Regulatory

• We assisted AM-Safe Aviation in obtaining vehicle safety system Israel PCT National Phase Application.

• We advised Bank One, as fiscal agent for Israeli Bonds issued to both US and foreign investors, regarding IRS reporting requirements under newly proposed regulations.