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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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 June 8, 2016 unless otherwise specified. “Last 12 Months” data is for the period from June 2015 to May 2016 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)

May 2016

Last 12 Months

By Number of Deals

May 2016

Last 12 Months

$0 $200 $400 $600 $800Real Estate/Property

Utility & Energy

Healthcare

Computers & Electronics

Agribusiness

$19.06

$12.89

$8.84

$65.19

$35.00

$0 $200 $400 $600 $800

Utility & Energy

Real Estate/Property

Oil & Gas

Computers & Electronics

Healthcare

$321.12

$376.61

$149.81

$139.36

$125.27

0 1,000 2,000 3,000 4,000 5,000

Oil & Gas

Finance

Healthcare

Professional Services

Computers & Electronics 206

90

71

47

33

May 2016 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 335.98 93.96 179.43 61.60

No. of deals 2,845 (194) 722 (19)

Avg. value of deals (US$mil) 217.2 62.3 582.6 169.1

Avg. deal multiple2 11.3x (1.1) 12.9x 0.5

Strategic Transactions

Volume (US$B) 267.67 74.24 135.05 36.55

No. of deals 2,514 (167) 578 (27)

Avg. value of deals (US$mil) 191.1 55.4 517.4 118.6

Avg. deal multiple2 11.1x (1.3) 13.3x 0.8

Sponsor-Related Transactions

Volume (US$B) 68.31 19.72 44.38 25.05

No. of.deals 331 (27) 144 8

Avg. value of deals (US$mil) 467.9 113.2 944.3 435.6

Avg. deal multiple2 11.7x (0.5) 12.2x (0.2)

Crossborder Transactions3

Volume (US$B) 129.61 56.58 Inbound

78.58 Outbound

13.07

Inbound

46.54 Outbound

7.76

No. of deals 665 (87) Inbound

127 Outbound

119

Inbound

(5) Outbound

(9)

Avg. value of deals (US$mil) 391.6 199.4 Inbound

1,106.8 Outbound

297.0

Inbound

690.7 Outbound

173.5

Avg. deal multiple2 10.0x (1.2) Inbound

12.8x Outbound

8.0x

Inbound

2.2 Outbound

(5.4)

Figure 11 Figure 2 - Most Active U.S. Target Industries4

June 2016, Issue 51M&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

1 For more deal trends, see Annex A.2 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.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 Industries categories are determined and named by Dealogic.

0 1,000 2,000 3,000 4,000 5,000

Real Estate/Property

Finance

Healthcare

Professional Services

Computers & Electronics

1,202

1,193

2,781

460

573

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 May 2016 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 May 2016 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 $30 $60 $90 $120 $150

Italy

Canada

United Kingdom

China

France $6.91

$2.00

$1.41

$0.84

$0.58

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

China

Israel

United Kingdom

Germany

Canada

$83.72

$67.74

$43.37

$40.82

$106.83

0 100 200 300 400 500

Australia

China

Japan

United Kingdom

Canada 433

217

166

79

161

$0 $30 $60 $90 $120 $150

Germany

Canada

France

Spain

United Kingdom

$17.95

$58.62

$16.80

$14.15

$14.46

0 100 200 300 400 500

France

Germany

Australia

United Kingdom

Canada 356

291

103

96

86

0 100 200 300 400 500

Australia

China

Japan

United Kingdom

Canada 38

15

12

11

6

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

Finland

China

Luxembourg

Canada

Germany $65.97

$2.83

$1.48

$1.43

$1.28

0 100 200 300 400 500

Italy

Germany

France

United Kingdom

Canada

24

29

7

6

9

May 2016

Equity Value (US$B)

Last 12 Months

Equity Value (US$B)

$0

$5000

$10000

$15000

$20000

$25000

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

July

2015

June

2015

May 20

16

April 2

016

March 2

016

Febr

uary

2016

Janu

ary 20

16

Decem

ber 2

015

Novem

ber 2

015

Octobe

r 201

5

Septem

ber 2

015

Augus

t 201

5

$7,146.0

$7,510.7

$6,334.2

$2,170.9

$5,993.1

$3,246.7

$5,764.1

$3,379.1$2,315.0

$3,637.7

$3,287.4

$4,255.0

$22,496.0

$16,868.9

$19,226.6

$5,997.0

$21,398.9

$13,813.6

$18,691.2

$7,036.4

$5,759.5

$7,259.7$8,592.5

$15,890.3

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

Humana Inc. ~ Aetna Inc.(May 28, 2015)

Cigna Corporation ~ Anthem, Inc.(June 20, 2015)

Monsanto Company ~ Bayer AG(May 18, 2016)

E. I. du Pont de Nemours and Company ~ The Dow Chemical Company(December 11, 2015)

EMC Corporation ~ Investment Group(October 12, 2015)

$34.13

$64.80

$61.72

$53.30

$47.04

5

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

FEI Company ~ Thermo Fisher Scientific Inc. (May 27, 2016)

Anacor Pharmaceuticals, Inc. ~ Pfizer Inc.(May 14, 2016)

Westar Energy, Inc. ~ Great Plains Energy Incorporated(May 31, 2016)

IMS Health Holdings, Inc. ~ Quintiles Transnational Holdings, Inc.(May 3, 2016)

Monsanto Company ~ Bayer AG(May 18, 2016)

$53.30

$4.50

$4.40

$8.75

$8.50

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

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

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

5 The investment group included Dell Inc., Silber Lake Partners and MSD Partners LP.

6 Based on the highest target break fees and reverse break fees payable in a particular deal.7 One transaction in May 2016 involving a financial buyer had a reverse break fee.8 Two transactions in May 2016 had a go-shop provision.9 Two transactions in May 2016 involving a financial buyer had a go-shop provision.10 No transactions in May 2016 involving a strategic buyer had a go-shop provision.

M&A Terms

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

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

May 20

16

June

2015

March 2

016

Febr

uary

2016

Janu

ary 20

16

Decem

ber 2

015

Novem

ber 2

015

Octobe

r 201

5

Septem

ber 2

015

Augus

t 201

5

July

2015

April 2

016

$5,000

(US$mil)

6%

12% $10,000

4.2

3.53.1

3.5

3.4

3.6 3.6

3.83.2

3.2 3.3

3.8

4.6

5.3 5.2

5.0

5.7

4.5

5.8

4.1

5.0 5.0

4.2

5.5

$7,559.6

$7,945.3

$6,334.2

$2,353.7

$6,626.5

$2,359.4

$6,961.8

$3,672.7

$2,315.0

$3,061.6 $3,062.7

$2,130.1

Figure 6 - Average Break Fees as % of Equity Value6

Figure 7 - Average Break Fees as % of Equity Value

May 2016

Last 12 Months

Target Break Fee for All Mergers 3.8 3.5

May 2016

Last 12 Months

Reverse Break Fee for All Mergers 5.5 5.0

Reverse Break Fee for Mergers Involving Financial Buyers7

6.2 6.4

Reverse Break Fee for Mergers Involving Strategic Buyers

5.4 4.7

May 2016

Last 12 Months

% of Mergers with Go-Shops 10.5 10.4

% of Mergers Involving Financial Buyers with Go-Shops

33.3 38.5

% of Mergers Involving Strategic Buyers with Go-Shops

0.0 6.0

Avg. Go-Shop Window (in Days) for All Mergers with Go-Shops8

35.0 34.6

Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops9

35.0 35.5

Avg. Go-Shop Window (in Days) for Mergers Involving Strategic Buyers with Go-Shops10

N/A 33.6

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

11 Due to rounding, percentages may not add up to 100%.12 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

May 2016

7.3%

57.5%

14.0%

20.7%

68.4%

15.8%

15.8%

0.5%

May 2016 83.3

Last 12 Months 91.0

May 2016 21.1

Last 12 Months 17.1

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

Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers12

May 2016 13.0

Last 12 Months 16.4

M&A Terms (Continued)

Figure 9 - Form of Consideration as % of U.S. Public Mergers11 Figure 10 - % of Partial and All Stock Deals that Have a Fixed Exchange Ratio

A T A G L A N C E

Our Mergers & Acquisitions PracticeThe Paul, Weiss M&A Group consists of more than 30 partners and over 100 counsel and associates based in New York, Washington, Wilmington, London, Toronto, Tokyo, Hong Kong and Beijing. The firm’s Corporate Department consists of more than 60 partners and over 200 counsel and associates.

Our M&A Group is among the most experienced and active in the world. We represent publicly traded and privately held companies, leading private equity firms, 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.

Recent highlights include: advising Time Warner Cable in its $78.7 billion merger with Charter Communications; representing funds affiliated with Apollo Global Management and Protection 1 in its approximately $15 billion agreement to acquire ADT Corporation; advising Automatic Data Processing in its $5 billion spin-off of ADP Dealer Services, now called CDK Global; representing Encana in its $7.1 billion acquisition of Athlon Energy; advising EXOR in its successful $6.9 billion unsolicited cash bid for PartnerRe; representing NorthStar Realty Finance in its $4 billion acquisition of Griffin-American Healthcare REIT II; advising Platform Specialty Products in its $2.3 billion acquisition of Alent; and representing Grupo Salinas in its $2.5 billion sale of Iusacell to AT&T.

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.

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 5

Matthew W. Abbott

Edward T. Ackerman

Scott A. Barshay

Angelo Bonvino

Jeanette K. Chan

Ellen N. Ching

Ariel J. Deckelbaum

Ross A. Fieldston

Brian P. Finnegan

Adam M. Givertz

Robert D. Goldbaum

Neil Goldman

Bruce A. Gutenplan

Justin G. Hamill

David K. Lakhdhir

Stephen P. Lamb

John E. Lange

Xiaoyu Greg Liu

Jeffrey D. Marell

Toby S. Myerson

Kelley D. Parker

Marc E. Perlmutter

Carl L. Reisner

Kenneth M. Schneider

Robert B. Schumer

John M. Scott

Judie Ng Shortell

Tarun M. Stewart

Steven J. Williams

Betty Yap

Kaye N. Yoshino

Tong Yu

Taurie M. Zeitzer

This publication is not intended to provide legal advice, and no legal or business decisions should be based on its content. Questions concerning issues addressed in this memorandum should be directed to:

Our M&A Partners

Ariel J. Deckelbaum Partner New York 212-373-3546 ajdeckelbaum@paulweiss.com

Matthew W. Abbott Partner New York 212-373-3402 mabbott@paulweiss.com

Angelo Bonvino Partner New York 212-373-3570 abonvino@paulweiss.com

Jeffrey D. Marell Partner New York 212-373-3105 jmarell@paulweiss.com

Counsel Frances F. Mi, associates Joseph S. Friedman, Yashreeka Z. Huq, Samuel J. Welt, Ryan D. Blicher, David S. Lightstone and Edy Glozman and law clerk N. Arie Abramov contributed to this publication.

A T A G L A N C E

6© 2016 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this publication may be considered attorney advertising. Past representations are no guarantee of future outcomes.

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 P A U L W E I S S . C O M

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

Figure 1A - US Deal Volume (US$B)

Figure 2A - Global Deal Volume (US$B)

M&A Activity – 12-Month Trends

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 A - 7

Jul 2

015

Jun 2

015

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

15

Sep 20

15

Aug 20

15

Strategic TotalSponsor

$0

$50

$100

$150

$200

$250

$300

$46.62 $33.05

$45.63

$26.80

$125.55

$29.33$17.53 $17.21

$34.20

$19.60 $19.33

$44.38

$193.52

$214.24

$153.19

$85.24$111.46

$112.14

$159.93

$70.22

$65.39

$51.54

$98.46

$135.05

$240.14$247.29

$198.82

$112.04

$237.01

$141.47

$177.47

$87.43$99.59

$71.15

$117.79

$179.43

Aug 20

15

Jul 2

015

Jun 2

015

May 20

16

Apr 20

16

Mar

201

6

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

15

Sep 20

15

Strategic TotalSponsor

$0

$100

$200

$300

$400

$500

$600

$91.90

$80.89

$111.79

$63.41

$153.82

$61.90$50.14

$34.63$63.33

$44.06 $48.26$68.31

$370.85

$356.46

$261.17

$206.90

$389.31

$293.86

$363.22

$162.29

$241.24$198.83 $193.51

$267.67

$462.74$437.35

$372.96

$270.31

$543.13

$355.77

$413.36

$196.92

$304.57

$242.89 $241.77

$335.98

A T A G L A N C E

A N N E X

Figure 3A - US Number of Deals

Figure 4A - Global Number of Deals

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 A - 8

A T A G L A N C E

Jul 2

015

Jun 2

015

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

15

Sep 20

15

Aug 20

15

Strategic TotalSponsor

0

200

400

600

800

1,000

1,200

722 732704 718

675608

575

708 722

633 605574

249213 212

185 196 168 162 176 158 137 135 143

971 945916 903 871

776737

884 880

770740 717

Jul 2

015

Jun 2

015

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

15

Sep 20

15

Aug 20

15

Strategic TotalSponsor

0500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

3,267 3,364

2,798 2,755 2,714 2,633 2,7382,941

2,789 2,8952,678

2,497

503 480 371 397 383 367 358 375 368 315 357 330

3,770 3,844

3,1693,152 3,097 3,000 3,096

3,3163,157 3,210

3,0352,827

A N N E X

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 A - 9

A T A G L A N C E

Figure 5A - Crossborder Inbound Transactions

Jul 2

015

Jun 2

015

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

15

Sep 20

15

Aug 2

015

By Volume (US$B) By Number of Deals

$0

$20

$40

$60

$80

$100

100

150

200

250

140

154

138 150

140 143

123

143

143 139 132 125

$43.84 $86.32 $49.12 $51.30 $14.25 $36.94 $42.62 $27.37 $29.40 $24.40 $32.04 $78.58

Figure 6A - Crossborder Outbound Transactions

Jul 2

015

Jun 2

015

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

15

Sep 20

15

Aug 2

015

By Volume (US$B) By Number of Deals

$0

$20

$40

$60

$80

$100

100

150

200

250

170

207

131150

159 161

127

148 146

109

127118

$11.46 $34.72 $16.35 $15.09 $13.30 $36.34 $13.58 $7.93 $24.26 $15.00 $5.31 $13.07

Figure 7A - Global Cross-Border Transactions

Jul 2

015

Jun 2

015

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

15

Sep 20

15

Aug 2

015

By Volume (US$B) By Number of Deals

$0

$40

$80

$120

$160

$200

100

800

1500

857988

720 785 789 814 763 825 813 767 750660

$112.17 $175.75 $107.23 $103.81 $178.75 $132.10 $118.53 $64.31 $154.00 $84.94 $73.03 $129.61

A N N E X