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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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

February 2016

Last 12 Months

By Number of Deals

February 2016

Last 12 Months

$0 $200 $400 $600 $800Oil & Gas

Professional Services

Healthcare

Computers & Electronics

Utility & Energy

$15.24

$14.36

$10.04

$20.81

$20.47

$0 $200 $400 $600 $800

Real Estate/Property

Oil & Gas

Telecommunications

Computers & Electronics

Healthcare

$362.28

$544.12

$154.29

$152.93

$138.90

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

Finance

Construction/Building

Healthcare

Professional Services

Computers & Electronics 246

106

85

37

33

February 2016 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 310.25 117.31 100.50 19.27

No. of deals 2,890 (309) 831 (21)

Avg. value of deals (US$mil) 213.5 91.5 293.0 28.4

Avg. deal multiple1 11.3x 0.4 13.9x 1.3

Strategic Transactions

Volume (US$B) 245.77 86.51 66.68 2.39

No. of deals 2,541 (298) 678 (3)

Avg. value of deals (US$mil) 184.5 77.4 221.5 (13.1)

Avg. deal multiple1 11.2x 0.6 13.1x 0.5

Sponsor-Related Transactions

Volume (US$B) 64.47 30.80 33.82 16.88

No. of deals 349 (11) 153 (18)

Avg. value of deals (US$mil) 532.9 174.6 805.1 292.1

Avg. deal multiple1 11.8x (0.6) 16.3x 3.8

Crossborder Transactions2

Volume (US$B) 158.50 94.95 Inbound

28.65 Outbound

23.88

Inbound

6.74 Outbound

11.82

No. of deals 728 (70) Inbound

130 Outbound

131

Inbound

(11) Outbound

(15)

Avg. value of deals (US$mil) 470.3 295.8 Inbound

421.3 Outbound

487.3

Inbound

84.3 Outbound

219.3

Avg. deal multiple1 10.8x 0.4 Inbound

8.0x Outbound

10.0x

Inbound

(2.7) Outbound

1.4

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

March 2016, Issue 48M&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.

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

Real Estate/Property

Finance

Healthcare

Professional Services

Computers & Electronics

1,232

1,205

2,902

449

595

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 February 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 February 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

Ireland

Argentina

Canada

United Kingdom

Sweden $9.92

$3.80

$3.60

$1.58

$1.11

0 100 200 300 400 500

Germany andAustralia

India and Italy

France

United Kingdom

Canada

23

25

9

10

4

5 5

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

Netherlands

China

Israel

United Kingdom

Canada

$65.12

$46.48

$39.76

$36.15

$125.26

0 100 200 300 400 500

Australia

China

Japan

United Kingdom

Canada 430

205

157

78

130

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

France

Netherlands

Canada

Spain

United Kingdom

$25.88

$63.19

$20.80

$16.73

$17.88

0 100 200 300 400 500

Germany

France

Australia

United Kingdom

Canada 390

295

104

100

99

0 100 200 300 400 500

France

United Kingdom

China

Japan

Canada 30

15

13

11

9

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

France

India

Japan

China

Canada $15.26

$9.43

$1.82

$0.46

$0.43

4 Each of India and Italy was the country of destination for nine transactions in February 2016.5 Each of Germany and Australia was the country of destination for five transactions in February 2016.

February 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

$19,045.4

$5,997.6

$3,180.9

$18,675.7

$5,979.6

$2,472.3

$1,257.0

$19,181.9

$21,315.0

$13,433.6

$6,322.3

$3,352.5

$5,759.2$5,757.0

$6,276.6

$24,302.6

$5,761.5

$7,506.0$7,527.6

$2,441.6

$16,859.9

$2,165.7

July

2015

June

2015

May 20

15

April 2

015

March 2

015

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

$7,020.4

$22,529.2

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

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

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

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

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

EMC Corporation ~ Investment Group(October 12, 2015)

$46.07

$64.30

$61.72

$55.18

$47.23

6

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

Questar Corporation ~ Dominion Resources, Inc.(February 1, 2016)

Alere, Inc. ~ Abbott Laboratories(February 1, 2016)

Ingram Micro, Inc. ~ Tianjin Tianhai Investment Co., Ltd.(February 17, 2016)

ITC Holdings Corp. ~ Fortis Inc.(February 9, 2016)

The ADT Corporation ~ Apollo Global Management, LLC(February 16, 2016) $6.94

$4.85

$4.37

$6.85

$5.77

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

6 Members of the investment group reported by FactSet MergerMetrics are Silver Lake Partners, MSD Partners LP and Dell Inc.

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

$10,000

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

(US$mil)

3.4%

3.7%

5.2%

3.8%4.2%

5.1%

5.8%

3.1%3.5%

4.1%

5.4%

10.5%

4.6%

5.3%5.7%

$6,322.3

$6,955.9

$5,393.2

$6,836.7

$1,257.0

$6,611.0

3.8%3.2%

$8,514.4

$2,370.6

3.6%

4.8%

3.5%

3.4% 3.5%

$3,676.4

May 20

15

June

2015

April 2

015

March 2

015

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

$2,348.0

6%

12%

$5,000

$7,940.2

5.7%

4.6%

$2,441.6

Figure 6 - Average Break Fees as % of Equity Value7

Figure 7 - Average Break Fees as % of Equity Value7

February 2016

Last 12 Months

Target Break Fee for All Mergers 3.2 3.6

February 2016

Last 12 Months

Reverse Break Fee for All Mergers 4.8 5.4

Reverse Break Fee for Mergers Involving Financial Buyers

5.2 7.1

Reverse Break Fee for Mergers Involving Strategic Buyers

4.6 4.8

February 2016

Last 12 Months

% of Mergers with Go-Shops 7.1 11.4

% of Mergers Involving Financial Buyers with Go-Shops

25.0 38.5

% of Mergers Involving Strategic Buyers with Go-Shops

0.0 7.2

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

41.0 34.9

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

41.0 38.9

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

N/A 31.2

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 There were only three partial or all stock transactions in February 2016.13 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).

Cash Only

Stock Only

Cash & Stock Only

Choice (Cash Election)

Other10.9%

53.4%

14.5%

20.7%

78.6%

7.1%

14.3%

0.5%

Last 12 Months

February 2016

February 201612 100.0

Last 12 Months 92.6

February 2016 0.0

Last 12 Months 19.7

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

Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers13

February 2016 0.0

Last 12 Months 15.2

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 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 (pending); 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; advising EXOR in its $6.9 billion unsolicited cash bid for PartnerRe (pending); 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

Angelo Bonvino

Jeanette K. Chan

Yvonne Y. F. 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

Tarun M. Stewart

Steven J. Williams

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 and Alison E. Gurr and law clerks N. Arie Abramov and Edy Glozman 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