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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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 August 2015 unless otherwise specified. “Last 12 Months” data is for the period from August 2014 to July 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)

July 2015

Last 12 Months

By Number of Deals

July 2015

Last 12 Months

$0 $100 $200 $300 $400 $500 $600

Computers & Electronics

Consumer Products

Oil & Gas

Insurance

Healthcare

$27.89

$15.07

$11.91

$108.34

$36.38

$0 $100 $200 $300 $400 $500 $600

Telecommunications

Utility & Energy

Oil & Gas

Computers & Electronics

Healthcare

$227.04

$499.02

$225.15

$160.40

$128.72

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

Finance

Real Estate/Property

Healthcare

Professional Services

Computers & Electronics 232

108

94

50

48

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

Real Estate/Property

Finance

Healthcare

Professional Services

Computers & Electronics

1,521

1,037

2,589

476

613

July 2015 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 460.49 (6.07) 261.75 9.78

No. of deals 3,154 (4) 875 (67)

Avg. value of deals (US$mil) 279.9 (14.4) 715.2 72.4

Avg. deal multiple1 10.7x (1.4) 12.2x (0.4)

Strategic Transactions

Volume (US$B) 389.26 5.98 227.22 6.89

No. of deals 2,738 35 677 (40)

Avg. value of deals (US$mil) 264.1 (7.4) 775.5 105.8

Avg. deal multiple1 10.7x (1.2) 13.9x 0.7

Sponsor-Related Transactions

Volume (US$B) 71.24 (12.05) 34.52 2.89

No. of deals 416 (39) 198 (27)

Avg. value of deals (US$mil) 416.6 (64.8) 472.9 (29.2)

Avg. deal multiple1 10.8x (2.1) 8.8x (2.9)

Crossborder Transactions2

Volume (US$B) 195.28 89.37 Inbound

86.26 Outbound

37.84

Inbound

44.04 Outbound

26.69

No. of deals 845 69 Inbound

135 Outbound

182

Inbound

(7) Outbound

28

Avg. value of deals (US$mil) 475.1 183.4 Inbound

1,287.5 Outbound

467.2

Inbound

666.6 Outbound

281.2

Avg. deal multiple1 9.4x (2.0) Inbound

9.8x Outbound

11.0x

Inbound

3.3 Outbound

(3.5)

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

August 2015, Issue 41M&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 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.

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 July 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 July 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

Singapore

Japan

Belgium

Austria

Israel $40.51

$14.91

$6.21

$5.00

$4.71

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

France

Brazil

Germany

Spain

United Kingdom $6.45

$5.82

$5.57

$4.64

$3.83

0 100 200 300 400

Brazil andGermany

Australia and India

United Kingdom

Canada

27

38

11

10

5

6

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

United Kingdom

Japan

Israel

Germany

Canada $80.48

$54.54

$45.75

$33.84

$25.24

0 100 200 300 400

Germany

China

Japan

United Kingdom

Canada 372

194

156

72

88

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

France

Spain

Canada

Switzerland

United Kingdom

$50.83

$76.42

$29.61

$20.18

$22.08

0 100 200 300 400

France

Germany

Australia

United Kingdom

Canada 361

293

108

104

91

0 100 200 300 400

France

China and Japan

United Kingdom

Canada 43

19

9

7

4

4 Each of China and Japan was the country of origin for nine transactions in July 2015.5 Each of Australia and India was the country of destination for eleven transactions in July 2015.6 Each of Brazil and Germany was the country of destination for ten transactions in July 2015.

July 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

$19,045.4

$6,385.7

$1,703.7

$5,089.8 $6,275.4$2,470.4

$1,256.2

$11,742.5

$4,355.2 $7,985.6

$22,910.4

$11,583.6

$8,026.1

$1,803.1$3,328.0

$8,039.7

$24,326.2

$5,765.7

$25,520.6

$8,410.1

$3,458.1

$18,158.6

$4,064.7

$2,796.2

June

2015

May 20

15

April 2

015

March 2

015

Febr

uary

2015

Janu

ary 20

15

Decem

ber 2

014

Novem

ber 2

014

Octobe

r 201

4

Septem

ber 2

014

Augus

t 201

4

July

2015

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

Kraft Foods Group, Inc. ~ H.J. Heinz Company(March 25, 2015)

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

The Williams Companies, Inc. ~ Energy Transfer Equity, L.P.(June 21, 2015)

Time Warner Cable Inc. ~ Charter Communications, Inc.(May 26, 2015)

Allergan, Inc. ~ Actavis plc(November 17, 2014)

$46.07

$67.37

$55.09

$47.93

$47.22

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

Health Net, Inc. ~ Centene Corporation(July 2, 2015)

Receptos, Inc. ~ Celgene Corporation(July 14, 2015)

MarkWest Energy Partners LP ~ MPLX LP(July 13, 2015)

The Chubb Corporation ~ ACE Limited(July 1, 2015)

Humana Inc. ~ Aetna Inc.(July 3, 2015) $34.09

$7.33

$6.07

$28.25

$15.05

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

7 Based on the highest target break fees and reverse break fees payable in a particular deal.8 No transactions in July 2015 involved a financial buyer.9 No transactions in July 2015 involved a financial buyer.10 Two transactions in July 2015 had a go-shop provision.11 No transactions in July 2015 involved a financial buyer.12 Two transactions in July 2015 involving a strategic buyer had a go-shop provision.

M&A Terms

6%

12%

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

$6,000

$12,000

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

(US$mil)

3.3%

4.0%

5.3%

3.4%3.8% 4.2%

5.5%

3.7%

6.7%

3.4%3.4%

4.7%

7.1%

5.4%

10.5%

4.6%

5.7%

$11,583.6

$1,876.7

$3,683.3

$5,391.8

$6,841.8

$1,256.2

$1,996.7

4.4%

$8,447.7

$2,748.1

$4,255.5

3.2%3.5% 3.5%

3.5% 3.4% 3.5%$3,458.1

May 20

15

April 2

015

March 2

015

Febr

uary

2015

Janu

ary 20

15

Decem

ber 2

014

Novem

ber 2

014

Octobe

r 201

4

Septem

ber 2

014

Augus

t 201

4

July

2015

June

201

5

$6,765.0

Figure 6 - Average Break Fees as % of Equity Value7

Figure 7 - Average Break Fees as % of Equity Value

July 2015

Last 12 Months

Target Break Fee for All Mergers 3.4 3.5

July 2015

Last 12 Months

Reverse Break Fee for All Mergers 5.3 5.5

Reverse Break Fee for Mergers Involving Financial Buyers8

N/A 7.4

Reverse Break Fee for Mergers Involving Strategic Buyers

5.3 4.8

July 2015

Last 12 Months

% of Mergers with Go-Shops 15.4 11.8

% of Mergers Involving Financial Buyers with Go-Shops9

0.0 37.5

% of Mergers Involving Strategic Buyers with Go-Shops

15.4 7.5

Avg. Go-Shop Window (in Days) for All Mergers with Go-Shops10

27.5 35.3

Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops11

N/A 38.8

Avg. Go-Shop Window (in Days) for Mergers Involving Strategic Buyers with Go-Shops12

27.5 32.4

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 July 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

13 Due to rounding, percentages may not add up to 100%.14 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

July 2015

7.7%

12.4%

53.5%

15.3%

18.2%

53.8%

7.7%

30.8%

0.6%

July 2015 100.0

Last 12 Months 94.7

July 2015 15.4

Last 12 Months 23.5

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

Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers14

July 2015 7.1

Last 12 Months 12.7

M&A Terms (Continued)

Figure 9 - Form of Consideration as % of U.S. Public Mergers13 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 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 60 partners and more than 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, 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.

Recent highlights include: advising Time Warner Cable in its $78.7 billion merger with Charter Communications; 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 $2.5 billion sale of Iusacell to AT&T; advising GENCO Distribution System in its $1.38 billion acquisition by FedEx; and advising Oak Hill Capital Partners in its $1.43 billion acquisition of Berlin Packaging.

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

Angelo Bonvino

Jeanette K. Chan

Yvonne Y. F. Chan

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

Edwin S. Maynard

Toby S. Myerson

Kelley D. Parker

Marc E. Perlmutter

Carl L. Reisner

Kenneth M. Schneider

Robert B. Schumer

John M. Scott

Tarun M. Stewart

Steven J. Williams

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 and Ryan D. Blicher and law clerk Alison E. Gurr contributed to this publication.

A T A G L A N C E

6© 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.

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