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 No data is available for ratio of enterprise value to EBITDA, trailing 12 months, for U.S. Sponsor-Related transactions in January 2015.3 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.4 No data is available for ratio of enterprise value to EBITDA, trailing 12 months, for Crossborder Transactions in January 2015.5 Industries categories are determined and named by Dealogic.

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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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 2015 unless otherwise specified. “Last 12 Months” data is for the period from February 2014 to January 2015 inclusive. Data from Dealogic and FactSet MergerMetrics may include multiple offers, as applicable, for the same target company. Data obtained from Dealogic and FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss.

By Volume (US$B)

January 2015

Last 12 Months

By Number of Deals

January 2015

Last 12 Months

$0 $100 $200 $300 $400

Finance

Computers & Electronics

Forestry & Paper

Healthcare

Utility & Energy

$10.79

$7.17

$6.97

$21.16

$12.81

$0 $100 $200 $300 $400

Oil & Gas

Computers & Electronics

Telecommunications

Utility & Energy

Healthcare $313.76

$183.61

$164.70

$161.02

$146.65

0 500 1,000 1,500 2,000 2,500 3,000

Real Estate/Property

Finance

Healthcare

Professional Services

Computers & Electronics 179

175

95

53

36

0 500 1,000 1,500 2,000 2,500 3,000

Oil & Gas

Finance

Healthcare

Professional Services

Computers & Electronics 2,414

1,746

958

488

638

January 2015 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 241.34 (55.26) 76.12 (20.58)

No. of deals 2,982 (324) 854 153

Avg. value of deals (US$mil) 190.9 20.1 286.2 (65.5)

Avg. deal multiple1 11.4x (1.2) 19.0x 6.2

Strategic Transactions

Volume (US$B) 211.97 (6.36) 65.12 8.76

No. of deals 2,562 (309) 676 136

Avg. value of deals (US$mil) 186.8 46.2 286.9 35.3

Avg. deal multiple1 11.5x (1.3) 19.0x 5.6

Sponsor-Related Transactions

Volume (US$B) 29.36 (48.90) 11.00 (29.34)

No. of deals 420 (15) 178 17

Avg. value of deals (US$mil) 227.6 (200.1) 282.0 (508.9)

Avg. deal multiple1 11.4x 0.0 N/A2 N/A2

Crossborder Transactions3

Volume (US$B) 65.79 (19.29) Inbound16.27

Outbound

8.57

Inbound

(10.27)Outbound

(3.55)

No. of deals 710 (94) Inbound106

Outbound

149

Inbound

(7) Outbound

12

Avg. value of deals (US$mil) 232.5 21.9 Inbound361.7

Outbound

204.0

Inbound

(96.0) Outbound

(24.6)

Avg. deal multiple1 10.4X (3.7) InboundN/A4

Outbound

11.5x

Inbound

N/A4 Outbound

(0.2)

Figure 1 Figure 2 - Most Active U.S. Target Industries5

February 2015, Issue 35M&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

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

Inbound U.S. Crossborder Transactions for January 2015 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 2015 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 $20 $40 $60 $80 $100

China

Spain

Switzerland

United Kingdom

Canada $8.82

$5.59

$1.12

$0.28

$0.19

$0 $20 $40 $60 $80 $100

India

Belgium

RussianFederation

Mexico

United Kingdom $2.13

$1.88

$1.47

$1.20

$0.40

0 50 100 150 200 250 300 350 400

France

Brazil

Germany

United Kingdom

Canada 28

24

10

8

12

$0 $20 $40 $60 $80 $100

Switzerland

Japan

United Kingdom

Canada

Germany $70.45

$48.55

$33.58

$20.29

$15.69

0 100 200 300 400

Germany

France

Japan

United Kingdom

Canada 365

210

146

74

78

$0 $20 $40 $60 $80 $100

Mexico

Belgium

France

Canada

United Kingdom

$27.41

$55.29

$17.70

$8.72

$9.67

0 50 100 150 200 250 300 350 400

Brazil

Australia

Germany

United Kingdom

Canada 309

291

116

103

86

0 100 200 300 400

Japan, Switzerland and France

India

United Kingdom

Canada

16

36

8

76

6 Each of Japan, Switzerland and France was the country of origin for seven transactions in January 2015.

January 2015

Equity Value (US$B)

Last 12 Months

Equity Value (US$B)

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

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

Janu

ary 20

15

Dece

mber

2014

Nove

mber

2014

Octo

ber 2

014

Sept

embe

r 201

4

Augu

st 20

14

July

2014

June

2014

May 2

014

April

2014

March

2014

Febr

uary

2014

$2,010.8

$2,389.0$6,365.2

$22,851.6

$1,878.2

$5,062.6

$12,830.3

$4,341.3

$2,043.7

$7,531.4

$25,417.1

$8,003.2

$1,797.5 $3,316.0

$14,821.7$15,757.6

$13,696.2

$5,138.6$7,445.3

$7,891.8

$5,500.8

$11,742.5

$4,058.9

$2,690.2

$0 $20 $40 $60 $80 $100

Baker Hughes Incorporated ~ Halliburton Company(November 17, 2014)

Time Warner Cable Inc.(multiple offers)

DIRECTV ~ AT&T Inc.(May 18, 2014)

Allergan, Inc.(multiple offers)

Time Warner Inc. ~ Twenty-First Century Fox, Inc.(July 16, 2014) (Offer withdrawn August 5, 2014)

$44.55 $37.35

$34.91

$76.12

$67.37 $61.09

$47.86

7

8

$0 $20 $40 $60 $80 $100

MWI Veterinary Supply, Inc. ~ AmeriSourceBergen Corporation (January 12, 2015)

NPS Pharmaceuticals, Inc. ~ Shire Plc (January 11, 2015)

City National Corporation ~ Royal Bank of Canada (January 22, 2015)

MeadWestvaco Corporation ~ Rock-Tenn Company (January 26, 2015)

Regency Energy Partners LP ~ Energy Transfer Partners, L.P. (January 26, 2015) $11.05

$4.93

$2.45

$8.22

$5.18

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

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

7 Data reported by FactSet MergerMetrics includes the November 17, 2014 offer by Actavis plc, reported at $67.37 billion, and the April 22, 2014 offer by Valeant Pharmaceuticals International, Inc., reported at $61.09 billion.8 Data reported by FactSet MergerMetrics includes the February 13, 2014 offer by Comcast Corporation, reported at $44.55 billion, and the January 13, 2014 offer by Charter Communications, Inc., reported at $37.35 billion.

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 No transactions in January 2015 involving a financial buyer had a reverse break fee.11 No transactions in January 2015 involved a financial buyer.12 No transactions in January 2015 had a go-shop provision. 13 No transactions in January 2015 involving a financial buyer had a go-shop provision.14 No transactions in January 2015 involving a strategic buyer had a go-shop provision.

M&A Terms

$2,000

$6,000

$10,000

$14,000

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

$2,742.4

(US$mil)

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

Janu

ary 20

15

Dece

mber

2014

Nove

mber

2014

Octo

ber 2

014

Sept

embe

r 201

4

Augu

st 20

14

July

2014

June

2014

May 2

014

April

2014

March

2014

Febr

uary

2014

8%

6%

4%

2%

3.3%

5.5%

4.4%

3.7%4.4%

3.1%

4.2%

3.4%

3.3%

3.6%

4.2%

4.6% 4.9%

7.6%

3.2%

3.1%

3.4%

$12,830.3

$1,972.7

$3,671.3

$2,080.5

$2,386.6

$8,034.8

$1,990.9

7.1%

$2,217.1

$4,449.2

$4,391.2

3.5%

3.0%

3.3%3.5% 3.5% 3.5%

$6,155.4

Figure 6 - Average Break Fees as % of Equity Value7

Figure 7 - Average Break Fees as % of Equity Value9

January 2015

Last 12 Months

Target Break Fee for All Mergers 3.5 3.4

January 2015

Last 12 Months

Reverse Break Fee for All Mergers 3.7 4.9

Reverse Break Fee for Mergers Involving Financial Buyers10

N/A 6.8

Reverse Break Fee for Mergers Involving Strategic Buyers

3.7 4.4

January 2015

Last 12 Months

% of Mergers with Go-Shops 0.0 6.8

% of Mergers Involving Financial Buyers with Go-Shops11

N/A 28.6

% of Mergers Involving Strategic Buyers with Go-Shops

0.0 4.5

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

N/A 34.1

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

N/A 36.5

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

N/A 32.5

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 from Dealogic and FactSet MergerMetrics may include multiple offers for the same target company. 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 Time Warner Cable in its pending $45 billion merger with Comcast; representing SAP in its $8.3 billion acquisition of Concur Technologies; representing Automatic Data Processing in its $5 billion spin-off of ADP Dealer Services, now called CDK Global; advising Encana in its $7.1 billion acquisition of Athlon Energy; representing NorthStar Realty Finance in its $4 billion acquisition of Griffin-American Healthcare REIT II; representing Grupo Salinas in its pending $2.5 billion sale of Iusacell to AT&T; advising Oak Hill Capital Partners in its $1.43 billion acquisition of Berlin Packaging; and representing IMAX Corporation in its sale of a 20 percent stake in its Greater China business.

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 2015

33.3%

12.8%

50.7%

18.2%

18.2%

22.2% 11.1%

33.3%

January 2015 100.0

Last 12 Months 90.7

January 2015 33.3

Last 12 Months 22.3

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

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

January 2015 10.0

Last 12 Months 14.8

© 2015 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 Joseph S. Friedman,

Yashreeka Z. Huq, Samuel J. Welt

and law clerks Ryan D. Blicher,

Alison E. Gurr and David C. Rothman

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