Davis Polk & Wardwell LLP advised PANDORA A/S (PANDORA) on its initial public offering and listing on NASDAQ OMX Copenhagen. The offering consisted of a public offering in Denmark and a private placement to institutional investors outside of Denmark. PANDORA offered 2,857,142 ordinary shares and the sole shareholder of PANDORA, Prometheus Invest ApS, an entity controlled by funds managed by private equity firm Axcel Management A/S, offered 44,552,785 shares. The total net proceeds raised by the offering (primary and secondary tranches) amounted to DKK 10,935 million (approximately $2 billion) following the exercise of the over-allotment option. Goldman Sachs, J.P. Morgan, Morgan Stanley and Nordea acted as joint global coordinators and joint bookrunners for the offering.

PANDORA’s initial public offering was the largest Danish IPO since 1994 and the second-largest IPO in Western Europe this year.

PANDORA is a designer, manufacturer, marketer and distributor of hand-finished and modern jewelry made from genuine materials – primarily sterling silver, gold, precious and semi-precious stones and Murano glass. As of June 30, 2010, PANDORA’s jewelry was sold in 47 countries on six continents through approximately 10,000 points of sale, including over 260 PANDORA branded concept stores. Immediately following its listing on NASDAQ OMX Copenhagen, PANDORA had a market capitalization of DKK 26,955 million (approximately $5 billion).

The Davis Polk corporate team included partner John B. Meade and associates John J. Satory and Thomas Quirxtner. Partner John D. Paton and associate Adam B. Perry provided tax advice. Associate Catherine L. Martin provided Investment Company Act advice. Tim Greenwell was the legal assistant on the transaction. All members of the Davis Polk team are based in the London office, except for Catherine L. Martin, who is based in the New York office.