Davies

Jeffrey Nadler

Jeff Nadler is a partner in the Mergers & Acquisitions, Capital Markets, Private Equity and Corporate/Commercial practices. Jeff specializes in private and public mergers and acquisitions, private equity investments, cross-border and international transactions, joint venture transactions, corporate finance and capital markets transactions. Over his many years of practice Jeff has acquired extensive transaction experience in various industry sectors, including technology, telecommunications, biotechnology, financial services, media and entertainment, manufacturing, energy and natural resources.

Jeff represents issuers and underwriters in capital markets transactions, including initial public offerings, follow-on offerings and unregistered offerings, and frequently advises clients on compliance with U.S. securities laws, including preparation of annual reports and proxy statements filed with the Securities and Exchange Commission.

Jeff rejoined the firm in late 2010 after 12 years of practice at two other highly regarded law firms that specialize in cross-border transactions. Jeff began his legal career as an articling student at Davies in 1993, continued with the firm following his admission to the Ontario bar in 1995, and became a partner at Davies in 1997. In 1998, Jeff joined the New York office of Weil, Gotshal & Manges LLP and became a partner of that firm in 2002. Jeff’s practice at Weil focused primarily on U.S. and international transactions, including mergers and acquisitions of private and public companies, dispositions, joint ventures, private equity investments, private placements and capital markets transactions. In August 2008, Jeff relocated with his family to Israel and became a partner of a leading Tel Aviv-based law firm where his practice focused primarily on acquisitions of Israeli companies. Jeff is qualified to practice law in New York, Ontario and Israel.

Representative M&A transactions include representing:

• Apax Partners in its acquisition of a controlling stake in Psagot Investment House Ltd., the largest investment house in Israel.
• The Public Sector Pension Investment Board in joint venture transactions involving the purchase of real estate and loan portfolios.
• Molson Inc. in its $6 billion cross border merger of equals transaction with Adolph Coors Company.
• Vivendi Universal S.A. in its $14 billion sale of Vivendi Universal Entertainment to NBC to create the entertainment conglomerate NBC Universal.
• General Electric in its $1.8 billion acquisition of the BetzDearborn worldwide specialty materials business of Hercules Inc. and in its proposed $650 million acquisition of Zenon Environmental Inc.
• Enablence Technologies Inc. in its acquisition of Teledata Networks Ltd. in Israel.
• VFM Leonardo Inc. in its acquisition of Leonardo Media Ltd. in Israel.
• Thales S.A. in the acquisition of the minority public float of its Israeli subsidiary, CMT Medical Technologies Ltd.
• Seacor Holdings Inc. in its acquisition of the Waxler barge and pushboat business.
• Max Capital in its separate acquisitions of Duramax, Inc. and Datron Inc. and in the sale of Datron to French conglomerate Zodiac S.A. and the spin off and sale of Duramax’s Johnsonite Flooring Division to European flooring conglomerate Tarkett AG.
• m-systems Ltd. in a proposed public follow-on offering, in an internal investigation of certain option grants and in the $1.35 billion sale of m-systems to SanDisk Corporation in a stock for stock merger.
• MusicNet, Inc. from its formation as a joint venture entity created by RealNetworks, Inc. and three major music labels through its sale to Baker Capital.
• Comverse Technology, Inc. in various acquisitions, including Odigo, Inc., Exalink Ltd., Loronix Information Systems, Inc. and Amarex Technology, Inc.
• Verint Systems Inc. in its acquisition of the video surveillance business of Lanex, LLC.
• Elbit Systems Ltd. in its acquisition of El-op Electro-Optical Industries Ltd.
• Merrill Lynch in connection with various fairness opinion engagements, including to the special committee of the board of directors of MacDermid Inc. in a going private transaction, and to the board of directors of General Cable Corporation in the acquisition of the global wire and cable business of Freeport-McMoran Copper & Gold Inc.

Representative capital market transactions include representing:

• Vivendi S.A. in the Rule 144A/Regulation S offering of $1.4 billion principal amount of investment-grade notes to finance its acquisition of Activision and Neuf Cegetel.
• Comverse Technology in a number of unregistered convertible debt offerings.
• Verint Systems in its IPO and a subsequent follow-on offering.
• Ulticom in its IPO and subsequent follow-on offering.
• Ceragon Networks in its IPO.
• Hemosol in its IPO.
• Citigroup in the Rule 144A/Regulation S offering of medium-term notes of The Israel Electric Corporation Limited.