1 Ratio of enterprise value to EBITDA, trailing 12 months. This statistic is calculated using a smaller subset of deals for which this data is available.2 Global crossborder transactions are those where the acquirer and the target have different nationalities. Nationality is based on where a company has either its headquarters or a majority of its operations. U.S. crossborder transactions are those transactions where the acquirer and the target have different nationalities and either the acquirer (“Outbound”) or the target (“Inbound”) has a U.S. nationality.3 Industries categories are determined and named by Dealogic. 4 See box on p. 5 for treatment of Dell Inc. offers.

Figures 1-3 were compiled using data from Dealogic, and are for the broader M&A market, including mergers of any value involving public and/or private entities. Figures 4 and 5 were

compiled using data from FactSet MergerMetrics, and are limited to mergers involving public U.S. targets announced during the period indicated and valued at $100 million or higher

regardless of whether a definitive merger agreement was reached and filed or withdrawn. All data is as of February 10, 2014 unless otherwise specified. “Last 12 Months” data is for the

period from February 2013 to January 2014 inclusive. Data obtained from Dealogic and FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss.

By Volume (US$B)

January 2014

Last 12 Months

By Number of Deals

January 2014

Last 12 Months

$0 $50 $100 $150 $200 $250 $300

Construction/Building

Healthcare

Food & Beverage

Computers & Electronics

Telecommunications

$16.03

$11.62

$6.29

$79.51

$17.50

$0 $50 $100 $150 $200 $250 $300 $350

Oil & Gas

Real Estate/Property

Healthcare

Computers & Electronics

Telecommunications $259.20

$125.17

$122.94

$115.42

$86.01

0 500 1,000 1,500 2,000 2,500

Oil & Gas

Finance

Healthcare

Professional Services

Computers & Electronics 154

142

69

57

41

0 500 1,000 1,500 2,000 2,500

Real Estate/Property

Finance

Healthcare

Professional Services

Computers & Electronics 1,924

1,393

975

680

487

3,000

January 2014 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 248.37 15.71 158.91 72.03

No. of deals 2,748 (458) 844 73

Avg. value of deals (US$mil) 212.3 78.6 690.9 376.1

Avg. deal multiple1 12.5x 0.0 15.7x 1.7

Strategic Transactions

Volume (US$B) 147.66 (36.19) 71.10 18.61

No. of deals 2,442 (393) 682 64

Avg. value of deals (US$mil) 138.1 21.4 376.2 136.5

Avg. deal multiple1 12.5x (0.2) 17.5x 2.3

Sponsor-Related Transactions

Volume (US$B) 100.71 51.90 87.81 53.42

No. of deals 306 (65) 162 9

Avg. value of deals (US$mil) 997.1 701.3 2,141.7 1,538.4

Avg. deal multiple1 12.5x 3.1 10.5x 1.0

Crossborder Transactions2

Volume (US$B) 77.03 6.36 Inbound

33.81 Outbound

16.11

Inbound

12.73 Outbound

6.68

No. of deals 706 (34) Inbound

120 Outbound

132

Inbound

11 Outbound

(3)

Avg. value of deals (US$mil) 249.3 67.1 Inbound

663.0Outbound

366.1

Inbound

293.1 Outbound

218.8

Avg. deal multiple1 13.3x (0.7) Inbound

19.7x Outbound

12.1x

Inbound

5.5 Outbound

2.1

Figure 1 Figure 2 - Most Active U.S. Target Industries3 4

February 2014, Issue 23M&A Activity

P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 1

A T A G L A N C E

M&A Activity (Continued)

P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 2

A T A G L A N C E

Figure 3 - Top 5 Countries of Origin or Destination for U.S. Crossborder Transactions

Inbound U.S. Crossborder Transactions for January 2014 Inbound U.S. Crossborder Transactions for the Last 12 Months

By Volume (US$B) By Volume (US$B)

By Number of Deals By Number of Deals

Outbound U.S. Crossborder Transactions for January 2014 Outbound U.S. Crossborder Transactions for the Last 12 Months

By Volume (US$B) By Volume (US$B)

By Number of Deals By Number of Deals

$0 $10 $20 $30 $40 $50 $60

France

Italy

United Kingdom

China

Japan $16.08

$5.22

$3.83

$3.65

$1.82

0 50 100 150 200 250 300 350 400

Australia,Germany and

Japan

France

United Kingdom

Canada 36

17

9

65

$0 $10 $20 $30 $40 $50

Brazil

Taiwan

France

United Kingdom

Netherlands $10.78

$1.50

$1.13

$0.67

$0.70

0 50 100 150 200 250 300 350 400

Australia

Brazil and Germany

United Kingdom

Canada 19

16

10

7

6

$0 $10 $20 $30 $40 $50 $60

Netherlands

China

United Kingdom

Japan

Canada $43.86

$30.06

$23.06

$16.75

$7.07

0 50 100 150 200 250 300 350 400

Germany

France

Japan

United Kingdom

Canada 365

168

115

51

55

$0 $10 $20 $30 $40 $50

Netherlands

Canada

Ireland

France

United Kingdom $39.30

$28.95

$22.69

$17.46

$18.02

0 50 100 150 200 250 300 350 400

Germany

Brazil

Australia

United Kingdom

Canada 299

248

94

86

85

5 Each of Australia, Germany and Japan was the country of origin for six transactions in January 2014.

6 Each of Brazil and Germany was the country of destination for 10 transactions in January 2014.

January 2014

Equity Value (US$B)

Last 12 Months

Equity Value (US$B)

$3,000

$9,000

$15,000

Average Value of Five Largest U.S. Public Mergers Average Value of All U.S. Public Mergers

Janu

ary 20

14

Decem

ber 2

013

Novem

ber 2

013

Octobe

r 201

3

Septem

ber 2

013

Augus

t 201

3

July

2013

June

2013

May 20

13

April 2

013

March 2

013

Febr

uary

2013

$3,411.7

$2,910.0

$1,748.3

$4,534.3

$11,355.5

$5,465.1

$1,958.6 $1,866.8

$7,895.3

$3,510.4

$6,059.2

$2,423.9

$895.0$1,383.9

$2,521.1$1,576.9

$3,519.1

$12,908.2

$2,439.2

$9,605.8

$4,304.1

$623.9

$442.2 $840.1

$21.08

$23.25

8

$0 $10 $20 $30 $40 $50

Omnicom Group Inc. ~ Publicis Groupe S.A.(July 28, 2013)

Dell Inc. ~ Management Led Buyout(February 5, 2013)

Sprint Nextel Corporation ~ Dish Network Corporation(April 15, 2013) (Offer withdrawn June 18, 2013)

H.J. Heinz Company ~ Investment Group(February 14, 2013)

Time Warner Cable Inc. ~ Charter Communications, Inc.(January 13, 2014)

$20.96

$16.98

$37.35

$0 $10 $20 $30 $40 50

CEC Entertainment, Inc. ~ Apollo Global Management, LLC(January 16, 2014)

Texas Industries, Inc. ~ Martin Marietta Materials, Inc.(January 28, 2014)

Riverbed Technology, Inc. ~ Elliott Management Corporation(January 8, 2014)

Beam Inc. ~ Suntory Holdings Limited(January 13, 2014)

Time Warner Cable Inc. ~ Charter Communications, Inc.(January 13, 2014) $37.35

$13.67

$0.95

$2.75

$2.06

Figure 4 - Average Value of Announced U.S. Public Mergers (in US$mil)7

Figure 5 - Five Largest Announced U.S. Public Mergers

7 See box on p. 5 for treatment of Dell Inc. offers. 8 According to the 8-K filed by Dell Inc. on February 5, 2013, Silver Lake Partners and Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, are partners in the Management Led Buyout reported by FactSet MergerMetrics.

M&A Activity (Continued)

P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 3

A T A G L A N C E

9 Based on the highest target break fees and reverse break fees payable in a particular deal. 10 Only three transactions in January 2014 involving financial buyers had reverse break fees. 11 Only three transactions in January 2014 involved financial buyers.12 Only two transactions in January 2014 had go-shop provisions.13 Only two transactions in January 2014 involving financial buyers had go-shop provisions.14 No transactions in January 2014 involving strategic buyers had go-shop provisions.

M&A Terms

6%

10%

Avg. Reverse Break Fee as % of Equity ValueAvg. Target Break Fee as % of Equity Value

Janu

ary 20

14

Decem

ber 2

013

Novem

ber 2

013

Octobe

r 201

3

Septem

ber 2

013

Augus

t 201

3

July

2013

June

2013

May 20

13

April 2

013

March 2

013

Febr

uary

2013

$2,000

$4,000

$6,000

Average Value of All U.S. Public Mergers with Definitive Agreements

5.1% 5.1%

4.5%

3.1%

3.1%3.7%

7.1%

3.7%3.9%

3.6%

3.4%3.5%3.9%

3.5% 3.4%

3.1%

5.4%

6.6%

$442.2

$962.2

$1,546.0

$863.6$914.1

$1,392.8

$2,286.1

4.1%

6.9%

$1,958.6

(US$mil)

5.3%

5.8%

5.2%

$5,038.3

$1,866.8$1,803.0 $1,748.3

8.6%

Figure 6 - Average Break Fees as % of Equity Value9

Figure 7 - Average Break Fees as % of Equity Value

January 2014 Last 12 Months

Target Break Fee for All Mergers 3.9 3.6

January 2014 Last 12 Months

Reverse Break Fee for All Mergers 4.5 5.6

Reverse Break Fee for Mergers Involving Financial Buyers10

6.4 6.8

Reverse Break Fee for Mergers Involving Strategic Buyers

3.7 4.8

January 2014

Last 12 Months

% of Mergers with Go-Shops 14.3 14.4

% of Mergers Involving Financial Buyers with Go-Shops11

66.7 33.3

% of Mergers Involving Strategic Buyers with Go-Shops

0.0 9.5

Avg. Go-Shop Window (in Days) for All Mergers with Go-Shops12

24.5 32.3

Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops13

24.5 31.4

Avg. Go-Shop Window (in Days) for Mergers Involving Strategic Buyers with Go-Shops14

N/A 33.1

Figure 8 - U.S. Public Merger Go-Shop Provisions

Figures 6-12 were compiled using data from FactSet MergerMetrics, and are limited

to select mergers involving public U.S. targets announced during the period indicated,

valued at $100 million or higher and for which a definitive merger agreement

was reached and filed (unless otherwise indicated). Data obtained from FactSet

MergerMetrics has not been reviewed for accuracy by Paul, Weiss.

P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 4

A T A G L A N C E

Our Mergers & Acquisitions PracticeThe Mergers & Acquisitions Group at Paul, Weiss is among the most experienced and active in the world. We represent publicly traded and privately held companies, leading private equity firms, hedge funds, financial advisors, and other financial institutions and investors in their most important mergers and acquisitions, joint ventures and other strategic transactions.

Our expertise advising corporations and private investors in a broad range of sophisticated transactions enables us to identify new opportunities for our clients to realize value. We have particular experience in guiding clients as they engage in proxy battles, company-altering and market consolidating transactions or capital markets transactions.

A sampling of recent engagements includes: advising the Board of Directors of Health Management Associates in its $7.6 billion merger with Community Health Systems; representing William Morris Endeavor, along with Silver Lake Partners, in their acquisition of IMG Worldwide, a leading sports and media talent agency; advising Fifth & Pacific in its sale of Lucky Brand to LBD Acquisition Company; representing the buyer group, led by Vincent Viola, CEO of Virtu Financial, in its acquisition of the Florida Panthers of the National Hockey League; and representing Tencent Holdings, Inc., China’s largest Internet company, in its strategic investment in Sogou Inc., a China-based leader in search,

mobile and Internet services.

15 Due to rounding, percentages may not add up to 100%.16 This data includes both announced transactions for which a definitive merger agreement was reached and filed and those for which a definitive merger agreement was never reached and filed (including withdrawn transactions).

Cash Only

Stock Only

Cash & Stock Only

Choice (Cash Election)

Other

Last 12 Months

January 2014

42.9%

3.4%

65.1% 15.8%

15.8%

21.4%

35.7%

January 2014 87.5

Last 12 Months 89.1

January 2014 28.6

Last 12 Months 23.3

Figure 11 - Tender Offers as % of U.S. Public Mergers

Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers16

January 2014 23.5

Last 12 Months 16.0

© 2014 Paul, Weiss, Rifkind, Wharton &

Garrison LLP.

In some jurisdictions, this publication

may be considered attorney advertising.

Past representations are no guarantee of

future outcomes.

M&A Terms (Continued)

NEW YORK BEIJING HONG KONG LONDON TOKYO TORONTO WASHINGTON, D.C. WILMINGTON

5

Paul, Weiss is a leading law firm serving the largest publicly and privately held corporations and

financial institutions in the United States and throughout the world. Our firm is widely recognized for

achieving an unparalleled record of success for our clients, both in their bet-the-company litigations and

their most critical strategic transactions. We are keenly aware of the extraordinary challenges and

opportunities facing national and global economies and are committed to serving our clients’ short- and

long-term goals.

ContactsAriel J. Deckelbaum Partner New York 212-373-3546

ajdeckelbaum@paulweiss.com

Frances Mi Counsel New York 212-373-3185 fmi@paulweiss.com

Associates Elana D. Bensoul, Joseph S.

Friedman, Samuel J. Welt and Jonathon

A. Zytnick and law clerk Yashreeka Z.

Huq contributed to this publication.

Figure 9 - Form of Consideration as % of U.S. Public Mergers15 Figure 10 - % of Partial and All Stock Deals that Have a Fixed Exchange Ratio

A T A G L A N C E

Note on the Treatment of the Multiple Dell Inc. Offers: For Figure 2, with data reported by Dealogic, the “Last 12 Months” category includes the February 2013 management buyout of Dell Inc. by

Michael Dell and Silver Lake Management LLC, reported at $21.07 billion, and two March 2013 offers for Dell Inc., one from The Blackstone Group LP, reported at $25.68 billion, and one from

Icahn Enterprises L.P., reported at $18.90 billion. For Figures 4, 5 and 12, with data reported by FactSet MergerMetrics, February 2013 includes the management buyout of Dell Inc. by Michael

Dell and Silver Lake Management LLC, reported at $20.96 billion, and March 2013 includes two subsequent offers, one from The Blackstone Group LP, Insight Venture Partners and Francisco

Partners at $24.90 billion (offer withdrawn April 19, 2013), and another from Icahn Enterprises L.P., reported at $18.24 billion (offer withdrawn September 9, 2013). Excluding the March 2013

offers, the Average Value of all U.S. Public Mergers for March 2013 would be $863.8 million, and the Average Value of Five Largest U.S. Public Mergers for March 2013 would be $1,116.2 million.