May 2014, Issue 26. Figure 1 Figure 2 - Most Active U.S. Target Industries 3. Prior Month. Inbound Outbound Inbound (11) Outbound

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1 M&A Activity Global +/- From Prior Month Total U.S. +/- From Prior Month Volume (US$B) No. of deals 2,99 (126) Avg. value of deals (US$mil) Avg. deal multiple x x 2.7 Strategic Transactions Volume (US$B) No. of deals 2,1 (168) Avg. value of deals (US$mil) Avg. deal multiple x x 3.7 May 2014, Issue 26 Figure 1 Figure 2 - Most Active U.S. Target Industries 3 Utility & Energy Computers & Electronics Finance $1.96 $10.18 $8.14 $7.6 Telecommunications $8.12 $0 $100 $200 $300 $400 Computers & Electronics Real Estate/Property Telecommunications $24.06 $97.11 $ $ Sponsor-Related Transactions Volume (US$B) No. of deals Avg. value of deals (US$mil) Avg. deal multiple x x (7.) Crossborder Transactions 2 Volume (US$B) No. of deals 69 (46) Avg. value of deals (US$mil) , Avg. deal multiple x x 6.7x (11) 1, (.2) Oil & Gas $79.67 $0 $100 $200 $300 $400 Computers & Electronics 244 Professional Services Finance 8 Oil & Gas ,000 1,00 2,000 2,00 Computers & Electronics 1,949 Professional Services 1,8 928 Finance 673 Oil & Gas ,000 1,00 2,000 2,00 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 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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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 May 12, 2014 unless otherwise specified. data is for the period from May 2013 to 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. 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 ( ) or the target ( ) has a U.S. nationality. 3 Industries categories are determined and named by Dealogic. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1

2 M&A Activity (Continued) Figure 3 - Top Countries of Origin or Destination for U.S. Crossborder Transactions U.S. Crossborder Transactions for Canada $47.9 U.S. Crossborder Transactions for the Canada $89.21 $0.63 $29.84 $0.4 $24.11 South Korea $0.37 China $16.31 Singapore $0.0 $7.14 $0 $20 $40 $60 $80 $100 $120 $0 $20 $40 $60 $80 $100 $120 Canada Australia & France Canada France 6 Australia U.S. Crossborder Transactions for France $ U.S. Crossborder Transactions for the France $23.33 $.40 Ireland $20.32 $.0 $19.62 Luxembourg $3.04 Canada $19.07 Australia $1.34 $0 $10 $20 $30 $40 $0 Canada 36 Germany $14.24 $0 $10 $20 $30 $40 $0 Canada India 13 Germany 100 Australia 11 Australia 87 France 9 Brazil & France Each of Australia and France was the country of origin for seven transactions in. Each of Brazil and France was the country of destination for 82 transactions in the. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 2

3 M&A Activity (Continued) Figure 4 - Average Value of Announced U.S. Public Mergers (in US$mil) $1,000 $14,839.7 $12,667.1 $11,406.2 $9,000 $6,09.2 $6,040.3 $4,304.0 $,0.3 $3,000 $3,10.4 $1,98.6 $1,867.1 $2,42. $623.9 $442.4 $2,19.3 $893.7 $3,18.7 $1,419.3 $3,411.7 $1,618.9 $1,748.3 $89.1 $3,3.6 $2,410.3 May 2013 June 2013 July 2013 August 2013 September 2013 October 2013 November 2013 December 2013 January 2014 February 2014 March 2014 Average Value of Five Largest U.S. Public Mergers Average Value of All U.S. Public Mergers Figure - Five Largest Announced U.S. Public Mergers Equity Value (US$B) Allergan, Inc. ~ Valeant Pharmaceuticals International, Inc. Pepco Holdings, Inc. ~ Exelon Corporation (April 30, 2014) Questcor Pharmaceuticals, Inc. ~ Mallinckrodt plc (April 7, 2014) Orbital Sciences Corporation ~ Alliant Techsystems Inc. (April 29, 2014) Susser Holdings Corporation ~ Energy Transfer Partners, L.P. (April 28, 2014) Equity Value (US$B) Allergan, Inc. ~ Valeant Pharmaceuticals International, Inc. (April 22, 2014) $4.73 (April 22, 2014) 6 $6.83 $.26 $3.78 $1.74 $0 $10 $20 $30 $40 $0 $60 $4.73 Time Warner Cable Inc. $44.77 (multiple offers) $37.3 Forest Laboratories, Inc. ~ Actavis plc (February 18, 2014) $24.24 Omnicom Group Inc. ~ Publicis Groupe S.A. (July 28, 2013) (Offer withdrawn May 8, 2014) $16.98 Beam Inc. ~ Suntory Holdings Limited (January 13, 2014) $13.67 $0 $10 $20 $30 $40 $0 $60 6 Data reported by FactSet MergerMetrics includes the February 13, 2014 offer by Comcast Corporation, reported at $44.77 billion, and the January 13, 2014 offer by Charter Communications, Inc., reported at $37.3 billion. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 3

4 M&A Terms Figure 6 - Average Break Fees as % of Equity Value 7 10% (US$mil) $8, % 6.9% 6.6% $6,170.0 $6,000.8% %.1%.1% 4.9%.1% $4,000 4.% $2, % 3.% $1, % $1,867.1 $2, % 3.9% 3.7% $ % $1, % $969.7 $1, % $1, % 3.0% 2.9% $2,071.3 $2,000 $442.4 May 2013 June 2013 July 2013 August 2013 September 2013 October 2013 November 2013 December 2013 January 2014 February 2014 March 2014 Avg. Target Break Fee as % of Equity Value Average Value of All U.S. Public Mergers with Definitive Agreements Avg. Reverse Break Fee as % of Equity Value Figure 7 - Average Break Fees as % of Equity Value 7 Last 12 Figure 8 - U.S. Public Merger Go-Shop Provisions April 2014 Last 12 Target Break Fee for All Mergers Last 12 Reverse Break Fee for All Mergers Reverse Break Fee for Mergers Involving Financial Buyers 8 Reverse Break Fee for Mergers Involving Strategic Buyers 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. % of Mergers with Go-Shops % of Mergers Involving Financial Buyers with Go-Shops 9 % of Mergers Involving Strategic Buyers with Go-Shops Avg. Go-Shop Window (in Days) for All N/A 31.8 Mergers with Go-Shops 10 Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops 10 Avg. Go-Shop Window (in Days) for Mergers Involving Strategic Buyers with Go-Shops 10 N/A 29.0 N/A Based on the highest target break fees and reverse break fees payable in a particular deal. 8 Only two transactions in involving a financial buyer had reverse break fees. 9 Only two transactions in involved a financial buyer. 10 No transaction in had a go-shop provision. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 4

M&A Terms (Continued) Figure 9 - Form of Consideration as % of U.S. Public Mergers 11 10.0% 20.0% Figure 10 - % of Partial and All Stock Deals that Have a Fixed Exchange Ratio 12 100.0 91.

5 M&A Terms (Continued) Figure 9 - Form of Consideration as % of U.S. Public Mergers % 20.0% Figure 10 - % of Partial and All Stock Deals that Have a Fixed Exchange Ratio Figure 11 - Tender Offers as % of U.S. Public Mergers 60.0% 10.0% Cash Only Stock Only 4.8% 17.9% Cash & Stock Only Choice (Cash Election) Other Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers % 1 11 Due to rounding, percentages may not add up to 100%. 12 There were only three partial or all stock transactions in. 13 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). 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. Our Mergers & Acquisitions Practice The 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. Contacts Ariel J. Deckelbaum Partner New York ajdeckelbaum@paulweiss.com Frances Mi Counsel New York 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 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this publication may be considered attorney advertising. Past representations are no guarantee of future outcomes. NEW YORK BEIJING HONG KONG LONDON TOKYO TORONTO WASHINGTON, D.C. WILMINGTON

March 2013, Issue 12

M&A Activity March 2013, Issue 12 Figure 1 Figure 2 - Most Active U.S. Target Industries 3 Global +/- From Prior Month U.S. +/- From Prior Month Total Volume (US$B) 22.43 108.8 11.41 1.38 No. of deals