Mergers & Acquisitions 2007 Representative Transactions

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1 Mergers & Acquisitions 2007 Representative Transactions

2 Congratulations to Our Clients on a Successful 2007 Mergers and Acquisitions Our Mergers and Acquisitions Practice Group represents acquirers and sellers in negotiated and contested mergers and acquisitions transactions involving publicly held and private companies. We have comprehensive expertise and extensive experience with mergers, stock purchases, tender offers, asset purchases, leveraged buyouts, share exchanges and proxy contests. Additionally, we have extensive experience representing management groups, special committees, commercial lenders, investment bankers and private equity investors. Because our M&A Practice Group has access to Manatt s national and international resources and depth of practice, we are able to collaborate with colleagues throughout the firm to handle all aspects of deals ranging in size and complexity. We have the resources and practical experience to complete the largest and most complex transactions anywhere in the world. In 2008, our hard work continues to help our clients achieve their ambitious goals, and provides a superior level of professional service that distinguishes Manatt from its competitors.

3 2007 Winner M&A Advisor Magazine s Deal of the Year International/Cross Border Deal of the Year Above $100 Million Consumer Services Deal of the Year RIA Envia Inc. by Euronet Worldwide, Inc. $510,000,000 Third in worldwide financial remittance volume behind only MoneyGram and Western Union, RIA Envia is a global leader in payment processing, enabling millions of peoeple in scores of countries on every continent to engage in money transfer transactions. RIA and its advisors looked beyond the obvious strategic and financial buyers and found a unique partner in Euronet, a leading electronic payment provider. The acquisition of RIA by Euronet expanded Euronet s financial network exponentially and provided services complementary to their core business, creating an entity of extraordinary synergies in the financial services arena. The deal presented significant challenges and involved the coordination of licensing and regulatory issues in 82 countries worldwide and in dozens of states within the U.S. Utilizing a team of lawyers around the world, the buyer and seller were able to engage in a coordinated, concerted effort to work with regulators from around the globe to meet a vast array of complex regulatory requirements. The transaction is the largest to date for the acquisition of a privately held company engaged primarily in the money transfer business.

4 US Agencies Direct Insurance Company by Affirmative Insurance Holdings, Inc. $200,000,000 Alea North America Insurance Company by Fortress Investment Group LLC and Nomura Holdings, Inc. We served as Regulatory Counsel to Buyer We served as Regulatory Counsel to Seller Payday Loan Corp, Cash Advance, LLC and Cash Advance of America, LLC by Allied Cash Holdings. $26,000,000 Merger of Apogee Photonics with Cyoptics. $24,000,000 We served as Counsel to Apogee Bear Stearns represented Fidelity National Information Services Inc. in its acquisition of efunds Corp. $1,800,000,000 Bear Stearns represented the special committee of Optical Communications in its sale to Oplink Communications. $185,000,000 We served as Counsel to Bear Stearns We served as Counsel to Bear Stearns

5 SkyTel Corp from Verizon Communications Inc. by Bell Industries, Inc. $23,000,000 certain assets of Bell Industries by Sprint Nextel Corporation. $13,500,000 Buena Vista Food Products and Blue Ribbon Baking, Inc. by Sterling Foods, Ltd. MSI Music by CD Listening Bar, Inc., d/b/a Super D. Buena Vista Food Products Blue Ribbon Baking, Inc. Restructuring and Reorganization of Cemaphore Systems. First Coastal Bancshares and First Coastal Bank by CVB Financial Corp and Citizens Business Bank. $35,000,000 We served as Counsel to Cemaphore Systems

6 Courage, Inc. by Ultra Pro Corporation. of Codefast, Inc. by Coverity, Inc. Deutsche Bank represented SCPIE Holdings in its sale to The Doctors Company. $281,000,000 Desert Community Bank by East West Bancorp and East West Bank. $143,000,000 We served as Counsel to Deutsche Bank Telestial by ekit.com Pty Ltd. the Merchant Processing Portfolio of First Financial Bank by Metavante Technologies.

7 First OB Partners, Inc. by Cordtrack Partners, LLC. $1,000,000 certain assets of InfoSpace by FunMobility. $2,250,000 Patient Centered Quality Assured Physician Recommended Cydcor Ltd. by Cydcor Management, Golden Gate Capital and JP Capital Partners. GroupEx Financial Corp, JRJ Express, Inc. and Kimeco, LLC by Coinstar E-Payment Services, Inc. $70,000,000 We served as Counsel to Management Image Entertainment, Inc. by BTP Acquisition Company, LLC. $130,000,000 Navicert Financial Inc. d/b/a Nix Check Cashing by Kinecta Federal Credit Union. $45,000,000

8 Lehman Brothers represented NNN Realty Advisors in its merger with Grubb & Ellis Company. $725,000,000 MaxPreps by CBS. $45,000,000 We served as Counsel to Lehman Brothers Modern Health Laboratories, Inc. by Guthy-Renker Corporation. Nikabar, Inc. d/b/a Gold Star Foods by Prospect Partners, LLC. the Commercial Equipment Leasing and Financing Division of Pacific Capital Bank by LEAF Financial Corporation. $290,000,000 Investment Advisor R.E. Wacker Associates, Inc. by Pacific Capital Bank.

9 the Indirect Auto Financing Portfolio of Pacific Capital Bank by Wells Fargo. $222,000,000 Placer Sierra Bancshares by Wells Fargo. $645,000,000 Private Electrical Parts Distributor by Ancor Holdings, LP and Falcon Mezzanine Partners II, LP. $66,000,000 Professional Business Bank by Belvedere Capital Fund II, LP. $46,000,000 Private Electrical Parts Distributor Reorganization and Combination of Progressive Healthcare Systems LLC and Lakeside Healthcare, Inc. $50,000,000 Smart Payment Solutions, LLC by Solveras, Inc. We served as Counsel to Progressive Healthcare Systems LLC

10 the membership interests of the shareholders of Source Scientific by BIT Analytical Instruments, Inc. $3,000,000 Republic Insurance Company from Columbia Insurance Company by Starr International USA, Inc. Starr International USA, Inc. GenSelf Corporation by SunWize Technologies, Inc. Tera Research Inc. by MacAulay-Brown, Inc Exchange Advantage, Inc. and 1031 Funding & Reverse Corp. by Vineyard National Bancorp.

11 Albany 30 S. Pearl Street, Twelfth Floor Albany, NY General: Fax: Palo Alto 1001 Page Mill Road, Building 2 Palo Alto, CA General: Fax: Los Angeles W. Olympic Boulevard Los Angeles, CA General: Fax: Sacramento 1215 K Street, Suite 1900 Sacramento, CA General: Fax: New York 7 Times Square New York, NY General: Fax: Orange County Park Tower 695 Town Center Drive Fourteenth Floor Costa Mesa, CA General: Fax: San Francisco One Embarcadero Center Thirtieth Floor San Francisco, CA General: Fax: Washington, D.C. One Metro Center th Street, NW, Suite 1100 Washington, D.C General: Fax:

12 Manatt, Phelps & Phillips, LLP