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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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 February 10, 2017 unless otherwise specified. “Last 12 Months” data is for the period from February 2016 to January 2017 inclusive. Data obtained from Dealogic and FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss.

By Volume (US$B)

January 2017

Last 12 Months

By Number of Deals

January 2017

Last 12 Months

$0 $200 $400 $600 $800

Finance

Utility & Energy

Computers & Electronics

Healthcare

Oil & Gas

$13.69

$11.51

$6.88

$32.45

$25.42

$0 $200 $400 $600 $800

Leisure & Recreation

Oil & Gas

Healthcare

Utility & Energy

Computers & Electronics

$203.43

$298.58

$197.01

$171.50

$125.95

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

Oil & Gas

Finance

Healthcare

Professional Services

Computers & Electronics 211

109

94

35

31

January 2017 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 280.97 (103.41) 108.11 28.61

No. of deals 2,832 (10) 789 140

Avg. value of deals (US$mil) 221.2 (11.9) 468.0 143.5

Avg. deal multiple1 11.7x 0.1 12.9x (0.5)

Strategic Transactions

Volume (US$B) 235.77 (68.10) 77.25 27.79

No. of deals 2,544 (54) 669 103

Avg. value of deals (US$mil) 199.6 1.0 392.2 158.8

Avg. deal multiple1 11.5x (0.4) 13.8x (0.2)

Sponsor-Related Transactions

Volume (US$B) 45.20 (35.31) 30.86 0.82

No. of deals 288 44 120 37

Avg. value of deals (US$mil) 507.9 (168.7) 907.5 (2.6)

Avg. deal multiple1 12.9x 3.3 11.0x (0.5)

Crossborder Transactions2

Volume (US$B) 114.19 (86.57) Inbound

20.58Outbound

40.01

Inbound

(3.43)Outbound

(40.66)

No. of deals 754 1 Inbound

121Outbound

152

Inbound

13Outbound

39

Avg. value of deals (US$mil) 366.0 (86.2) Inbound

420.0Outbound

1,000.3

Inbound

77.0Outbound

(646.1)

Avg. deal multiple1 11.9x 1.8 Inbound

12.6xOutbound

9.2x

Inbound

(1.4)Outbound

(1.7)

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

February 2017, Issue 59M&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

Oil & Gas

Finance

Healthcare

Professional Services

Computers & Electronics

1,114

1,012

2,457

412

508

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 January 2017 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 January 2017 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

South Africa

Brazil

China

Canada

Switzerland $31.42

$2.91

$2.75

$0.57

$0.52

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

Japan

China

United Kingdom

Germany

Canada

$88.19

$84.73

$61.96

$39.64

$108.20

0 100 200 300 400 500

Germany

United Kingdom

China

Japan

Canada 404

187

170

72

162

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

Canada

Switzerland

Germany

Netherlands

United Kingdom

$49.00

$65.99

$47.81

$16.48

$35.46

0 100 200 300 400 500

France

Australia andGermany

Canada

United Kingdom 324

300

93

71

5

0 100 200 300 400 500

Germany and theUnited Kingdom

China

Japan

Canada

4

30

20

15

9

0 100 200 300 400 500

Sweden

India

Germany

United Kingdom

Canada

24

28

9

12

11

4 Each of Germany and the United Kingdom was the country of origin for 9 transactions in January 2017.5 Each of Australia and Germany was the country of destination for 93 transactions in the last 12 months.

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

France

Singapore

China

Japan

Canada $7.12

$5.88

$2.91

$1.79

$1.08

January 2017

Equity Value (US$B)

Last 12 Months

Equity Value (US$B)

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

Aug 20

16

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar

201

6

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16$0

$5000

$10000

$15000

$20000

$25000

$30000

$35000

$40000

$45000

$7,000.3

$3,647.7 $3,185.6$4,300.3

$3,288.2 $2,921.9 $2,129.9

$2,734.5

$13,392.8

$2,817.2

$1,011.3$1,627.9

$21,097.3

$7,265.8$8,921.3

$16,460.2

$12,189.3

$7,551.8

$5,514.4

$8,087.7

$39,895.3

$8,592.9

$2,068.5

$4,397.8

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

Baker Hughes, Inc. ~ General Electric Co.(October 31, 2016)

Reynolds American Inc. ~ British American Tobacco Plc(October 21, 2016)

Monsanto Company ~ Bayer AG(May 18, 2016)

United Technologies Corp. ~ Honeywell International, Inc.(February 22, 2016) (Offer withdrawn February 22, 2016)

Time Warner Inc. ~ AT&T Inc.(October 22, 2016)

$35.90

$82.92

$80.97

$56.14

$49.20

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

CEB, Inc. ~ Gartner, Inc.(January 5, 2017)

Clayton Williams Energy, Inc. (Delaware) ~ Noble Energy, Inc.(January 16, 2017)

WGL Holdings, Inc. ~ AltaGas Ltd.(January 25, 2017)

ARIAD Pharmaceuticals, Inc. ~ Takeda Pharmaceutical Co., Ltd.(January 9, 2017)

VCA, Inc. ~ Mars, Inc.(January 9, 2017) $7.59

$2.72

$2.49

$4.67

$4.52

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

Figure 5 - Five Largest 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 Based on the highest target break fees and reverse break fees payable in a particular deal.7 No transactions in January 2017 involving a financial buyer had a reverse break fee. 8 No transactions in January 2017 involved a financial buyer.9 One transaction in January 2017 had a go-shop provision.10 No transactions in January 2017 involving a financial buyer had a go-shop provision.11 One transaction in January 2017 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

Jun 2

016

Jul 2

016

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16

Aug 20

16

May 20

16

(US$mil)

6%

12%

$5000

$10000

$15000

$2,377.3$3,075.4 $3,035.0

$4,595.3

$2,759.2 $3,022.9

$2,245.9$2,886.0

$13,392.8

$3,227.2

$1,094.2

$1,815.2

3.3 3.2 3.43.9 3.6 3.3 3.6 3.5

3.33.6 3.5 3.6

5.24.9

4.4

5.0

5.9

4.95.2

5.8

4.0

6.3

5.3

9.1

Figure 6 - Average Break Fees as % of Equity Value6

Figure 7 - Average Break Fees as % of Equity Value

January 2017

Last 12 Months

Target Break Fee for All Mergers 3.6 3.5

January 2017

Last 12 Months

Reverse Break Fee for All Mergers 9.1 5.4

Reverse Break Fee for Mergers Involving Financial Buyers7

N/A 6.3

Reverse Break Fee for Mergers Involving Strategic Buyers

9.1 5.1

January 2017 Last 12 Months

% of Mergers with Go-Shops 5.9 10.9

% of Mergers Involving Financial Buyers with Go-Shops8

N/A 45.5

% of Mergers Involving Strategic Buyers with Go-Shops

5.9 3.8

Avg. Go-Shop Window (in Days) for All Mergers with Go-Shops9

35.0 34.4

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

N/A 34.2

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

35.0 35.0

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

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

Other

Last 12 Months

January 2017

5.2%

64.2%16.6%

14.0%

58.8%17.6%

11.8%

11.8% January 2017 80.0

Last 12 Months 88.1

January 2017 29.4

Last 12 Months 22.3

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

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

January 2017 15.0

Last 12 Months 12.3

M&A Terms (Continued)

Figure 9 - Form of Consideration as % of U.S. Public Mergers12 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 $79 billion merger with Charter Communications; representing Qualcomm in its approximately $47 billion pending acquisition of NXP Semiconductors; advising Agrium in its $36 billion pending merger of equals with Potash Corp. of Saskatchewan; representing funds affiliated with Apollo Global Management and Protection 1 in their $15 billion acquisition of ADT Corporation; advising Alere in its $8 billion pending acquisition by Abbott Laboratories; representing EXOR in its successful $7 billion unsolicited cash bid for PartnerRe; advising Jeffrey Katzenberg in DreamWorks Animation’s $4 billion acquisition by Comcast; and representing the Board of Directors of Xerox in its plan to separate the company into two public companies.

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 M. Klein

David K. Lakhdhir

Stephen P. Lamb

John E. Lange

Xiaoyu Greg Liu

Brian C. Lavin

Jeffrey D. Marell

Kelley D. Parker

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

Scott A. Barshay Partner New York 212-373-3040 sbarshay@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

A T A G L A N C E

6© 2017 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

Counsel Frances F. Mi, associates Ryan D. Blicher, David S. Lightstone, Edy Glozman, N. Arie Abramov and Yae Na Woo and law clerks David Okada and Michael Wysolmerski contributed to this publication.

Figure 1A - U.S. 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

016

Jun 2

016

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16

Aug 20

16

Strategic TotalSponsor

$0

$50

$100

$150

$200

$250

$300

$350

$400

$100.63$71.75

$101.21

$182.67

$150.49$133.91

$109.32$129.34

$354.36

$155.18

$79.50 $108.11

$65.09$51.63

$81.85

$133.44

$99.97 $92.63$71.60

$111.86

$315.66

$116.96

$49.46 $77.25

$35.54 $20.12 $19.36$49.23 $50.52 $41.28 $37.72

$17.48$38.70 $38.22 $30.04 $30.86

Aug 20

16

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar

201

6

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16

Strategic TotalSponsor

$0

$100

$200

$300

$400

$500

$600

$293.98$236.91 $230.10

$332.44$304.56

$338.57

$221.14

$325.25

$569.56

$293.35

$384.38

$280.97

$229.81$174.56 $180.51

$251.39$223.42

$267.20

$168.43

$276.33

$490.16

$220.48

$303.87

$235.77

$64.17 $62.34 $49.59$81.05 $81.14 $71.37 $52.71 $48.93

$79.41 $72.88 $80.51$45.20

A T A G L A N C E

A N N E X

Figure 3A - U.S. 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

016

Jun 2

016

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16

Aug 20

16

Strategic TotalSponsor

0

200

400

600

800

1000

165 146 146 165 185136

155 139 145 14583 120

896

785763 763

798

657

740 763727

837

649

789731

639617 598 613

521585

624582

692

566

669

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16

Aug 20

16

Strategic TotalSponsor

0

500

1,000

1,500

2,000

2,500

3,000

3,500 3,250 3,3493,228

3,1053,332

3,090 3,044 3,0522,863

3,340

2,842 2,8322,872 3,020

2,854 2,7432,950

2,746 2,735 2,737

2,525

3,009

2,598 2,544

378 329 374 362 382 344 309 315 338 331 244 288

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 - Inbound U.S. Crossborder Transactions

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16

Aug 2

016

By Volume (US$B) By Number of Deals

$0

$20

$60

$40

$80

$100

$120

0

100

200

145 140 132 133148

111 116

142122

157

108 121

$29.59 $24.65 $17.34 $83.88 $22.40 $29.53 $26.83 $68.45 $107.18 $29.16 $24.01 $20.58

Figure 6A - Outbound U.S. Crossborder Transactions

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16

Aug 2

016

By Volume (US$B) By Number of Deals

$0

$20

$40

$60

$80

$100

100

150

200

151

119

141

128136

118

141

114127

169

113

152

$22.95 $16.03 $8.95 $17.28 $8.73 $10.84 $10.38 $20.63 $60.62 $5.28 $80.67 $40.01

Figure 7A - Global Crossborder Transactions

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

017

Dec 20

16

Nov 20

16

Oct 20

16

Sep 20

16

Aug 2

016

By Volume (US$B) By Number of Deals

$0

$50

$100

$150

$200

$250

$151.42 $88.69 $61.07 $134.39 $80.52 $127.93 $63.43 $138.26 $214.82 $75.53 $200.76 $114.19100

550

1000835 806 797

723

829740 742 750

686

887

753 754

A N N E X