June 2016, Issue 51. Prior Month. Inbound Outbound Inbound (5) Outbound (9) Inbound Outbound Inbound 2.2 Outbound (5.

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1 M&A Activity Global +/- From Prior Month U.S. +/- From Prior Month Volume (US$B) No. of deals 2,845 (194) 722 (19) Avg. value of deals (US$mil) Avg. deal multiple x (1.1) 12.9x 0.5 Strategic Transactions Volume (US$B) No. of deals 2,514 (167) 578 (27) Avg. value of deals (US$mil) Avg. deal multiple x (1.3) 13.3x 0.8 Sponsor-Related Transactions Volume (US$B) No. of.deals 331 (27) Avg. value of deals (US$mil) Avg. deal multiple x (0.5) 12.2x (0.2) Crossborder Transactions 3 Volume (US$B) No. of deals 665 (87) Avg. value of deals (US$mil) , Avg. deal multiple x (1.2) 12.8x 8.0x June 2016, Issue 51 Figure 1 1 Figure 2 - Most Active U.S. Target Industries (5) (9) (5.4) Agribusiness $65.19 Computers & Electronics $35.00 Healthcare $19.06 Utility & Energy $12.89 Real Estate/Property $8.84 $200 $400 $600 $800 Last 12 Months Healthcare Computers & Electronics Oil & Gas Real Estate/Property $ $ Utility & Energy $ $200 $400 $600 $800 Computers & Electronics 206 Professional Services Healthcare Last 12 Months 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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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 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. Finance Computers & Electronics Professional Services $ $ Oil & Gas ,000 2,000 3,000 4,000 5,000 Healthcare Finance 573 1,202 1,193 2,781 Real Estate/Property ,000 2,000 3,000 4,000 5,000 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 ( ) or the target ( ) has a U.S. nationality. 4 Industries categories are determined and named by Dealogic. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1

2 M&A Activity (Continued) Figure 3 - Top 5 Countries of Origin or Destination for U.S. Crossborder Transactions U.S. Crossborder Transactions for U.S. Crossborder Transactions for the Last 12 Months Germany $65.97 $ $2.83 Germany $83.72 Luxembourg $1.48 $67.74 China $1.43 Israel $43.37 Finland $1.28 $50 $100 $150 $200 $ China $40.82 $50 $100 $150 $200 $ Japan 12 Japan 166 China 11 China 161 Australia U.S. Crossborder Transactions for Australia U.S. Crossborder Transactions for the Last 12 Months France $6.91 $58.62 China $2.00 Spain $17.95 $1.41 France $ $14.46 Italy.58 $30 $60 $90 $120 $150 Germany $14.15 $30 $60 $90 $120 $ France 9 Australia 103 Germany 7 Germany 96 Italy 6 France 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) $25000 $22,496.0 $21,398.9 $20000 $19,226.6 $18,691.2 $15000 $16,868.9 $15,890.3 $13,813.6 $10000 $5000 $7,146.0 $7,510.7 $6,334.2 $5,997.0 $5,993.1 $5,764.1 $7,036.4 $5,759.5 $7,259.7 $3,637.7 $8,592.5 $4,255.0 $2,170.9 $3,246.7 $3,379.1 $2,315.0 $3,287.4 June 2015 July 2015 August 2015 September 2015 October 2015 November 2015 December 2015 January 2016 February 2016 March 2016 April 2016 Average Value of Five Largest U.S. Public Mergers Average Value of All U.S. Public Mergers Figure 5 - Five Largest Announced U.S. Public Mergers Equity Value (US$B) Monsanto Company ~ Bayer AG (May 18, 2016) $53.30 IMS Health Holdings, Inc. ~ Quintiles Transnational Holdings, Inc. (May 3, 2016) Westar Energy, Inc. ~ Great Plains Energy Incorporated (May 31, 2016) $8.75 $8.50 Anacor Pharmaceuticals, Inc. ~ Pfizer Inc. (May 14, 2016) FEI Company ~ Thermo Fisher Scientific Inc. (May 27, 2016) $4.50 $4.40 $20 $40 $60 $80 $100 Last 12 Months Equity Value (US$B) EMC Corporation ~ Investment Group (October 12, 2015) E. I. du Pont de Nemours and Company ~ The Dow Chemical Company (December 11, 2015) 5 $64.80 $61.72 Monsanto Company ~ Bayer AG (May 18, 2016) $53.30 Cigna Corporation ~ Anthem, Inc. (June 20, 2015) $47.04 Humana Inc. ~ Aetna Inc. (May 28, 2015) $34.13 $20 $40 $60 $80 $100 5 The investment group included Dell Inc., Silber Lake Partners and MSD Partners LP. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 3

4 M&A Terms Figure 6 - Average Break Fees as % of Equity Value 6 12% $10,000 (US$mil) $7,945.3 $7,559.6 $6,626.5 $6,961.8 $6, % $2, $2, $3, $3,061.6 $3, $2,315.0 $2,130.1 $5,000 June 2015 July 2015 August 2015 September 2015 October 2015 November 2015 December 2015 January 2016 February 2016 March 2016 April 2016 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 Figure 8 - U.S. Public Merger Go-Shop Provisions May 2016 Last 12 Months May 2016 Last 12 Months Target Break Fee for All Mergers May 2016 Last 12 Months Reverse Break Fee for All Mergers Reverse Break Fee for Mergers Involving Financial Buyers 7 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 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 % of Mergers Involving Strategic Buyers with Go-Shops Avg. Go-Shop Window (in Days) for All Mergers with Go-Shops 8 Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops 9 Avg. Go-Shop Window (in Days) for Mergers Involving Strategic Buyers with Go-Shops N/A Based on the highest target break fees and reverse break fees payable in a particular deal. 7 One transaction in involving a financial buyer had a reverse break fee. 8 Two transactions in had a go-shop provision. 9 Two transactions in involving a financial buyer had a go-shop provision. 10 No transactions in involving a strategic buyer had a go-shop provision. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 4

5 M&A Terms (Continued) Figure 9 - Form of Consideration as % of U.S. Public Mergers % Figure 10 - % of Partial and All Stock Deals that Have a Fixed Exchange Ratio 83.3 Last 12 Months % 15.8% Cash Only Figure 11 - Tender Offers as % of U.S. Public Mergers 21.1 Last 12 Months 17.1 Stock Only 0.5% 7.3% Cash & Stock Only Choice (Cash Election) Other Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers Last 12 Months % 57.5% Last 12 Months 14.0% 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). 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 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, RIFKIND, WHARTON & GARRISON LLP 5

6 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: Matthew W. Abbott Partner New York Angelo Bonvino Partner New York Ariel J. Deckelbaum Partner New York Jeffrey D. Marell Partner New York 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. Our M&A Partners Matthew W. Abbott Adam M. Givertz Jeffrey D. Marell Tarun M. Stewart Edward T. Ackerman Robert D. Goldbaum Toby S. Myerson Steven J. Williams Scott A. Barshay Neil Goldman Kelley D. Parker Betty Yap Angelo Bonvino Bruce A. Gutenplan Marc E. Perlmutter Kaye N. Yoshino Jeanette K. Chan Justin G. Hamill Carl L. Reisner Tong Yu Ellen N. Ching David K. Lakhdhir Kenneth M. Schneider Taurie M. Zeitzer Ariel J. Deckelbaum Stephen P. Lamb Robert B. Schumer Ross A. Fieldston John E. Lange John M. Scott Brian P. Finnegan Xiaoyu Greg Liu Judie Ng Shortell NEW YORK BEIJING HONG KONG LONDON TOKYO TORONTO WASHINGTON, D.C. WILMINGTON PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 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. PAULWEISS.COM 6

7 M&A Activity 12-Month Trends A N N E X Figure 1A - US Deal Volume (US$B) $300 $250 $ $ $ $ $ $200 $150 $ $ $ $ $ $ $ $ $ $100 $50 $46.62 $33.05 $45.63 $85.24 $26.80 $ $ $29.33 $87.43 $70.22 $17.53 $17.21 $99.59 $65.39 $34.20 $71.15 $98.46 $51.54 $19.60 $19.33 $ $44.38 Strategic Sponsor Figure 2A - Global Deal Volume (US$B) $600 $ $500 $ $ $400 $300 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $200 $100 $91.90 $80.89 $ $ $63.41 $ $61.90 $50.14 $ $34.63 $ $63.33 $ $ $44.06 $48.26 $ $68.31 Strategic Sponsor PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP A-7

8 A N N E X Figure 3A - US Number of Deals 1,200 1, Strategic Sponsor Figure 4A - Global Number of Deals 5,000 4,500 4,000 3,500 3,000 2,500 2,000 3,770 3,844 3,267 3,364 3,169 3,152 3,097 3,000 3,096 2,798 2,755 2,714 2,633 2,738 3,316 2,941 3,157 3,210 2,789 2,895 3,035 2,678 2,827 2,497 1,500 1, Strategic Sponsor PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP A-8

9 A N N E X Figure 5A - Crossborder Transactions $ $80 $ $ $20 $43.84 $86.32 $49.12 $51.30 $14.25 $36.94 $42.62 $27.37 $29.40 $24.40 $32.04 $ Figure 6A - Crossborder Transactions $ $ $ $ $ $11.46 $34.72 $16.35 $15.09 $13.30 $36.34 $13.58 $7.93 $24.26 $15.00 $5.31 $ Figure 7A - Global Cross-Border Transactions $ $160 $120 $ $40 $ $ $ $ $ $ $ $64.31 $ $84.94 $73.03 $ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP A-9