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.

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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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

June 2015

Last 12 Months

By Number of Deals

June 2015

Last 12 Months

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

Real Estate/Property

Finance

Computers & Electronics

Healthcare

Oil & Gas

$26.45

$19.58

$12.86

$75.19

$67.23

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

Telecommunications

Utility & Energy

Oil & Gas

Computers & Electronics

Healthcare

$220.16

$449.18

$210.99

$154.77

$126.20

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

Insurance

Finance

Professional Services

Healthcare

Computers & Electronics 270

107

104

46

39

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

Real Estate/Property

Finance

Healthcare

Professional Services

Computers & Electronics

1,565

1,034

2,564

469

631

June 2015 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 459.76 21.61 247.87 0.23

No. of deals 3,056 221 925 122

Avg. value of deals (US$mil) 299.1 (13.6) 645.5 (158.5)

Avg. deal multiple1 11.8x 0.5 12.9x 0.1

Strategic Transactions

Volume (US$B) 379.34 30.73 217.66 38.04

No. of deals 2,605 162 701 69

Avg. value of deals (US$mil) 276.5 (3.1) 673.9 (41.7)

Avg. deal multiple1 11.6x 0.1 13.7x (1.4)

Sponsor-Related Transactions

Volume (US$B) 80.41 (9.12) 30.21 (37.81)

No. of deals 451 59 224 53

Avg. value of deals (US$mil) 487.4 (94.1) 495.3 (698.1)

Avg. deal multiple1 12.6x 2.4 11.7x 2.2

Crossborder Transactions2

Volume (US$B) 105.83 (12.20) Inbound

42.21 Outbound

11.27

Inbound

27.02 Outbound

(56.48)

No. of deals 744 35 Inbound

139 Outbound

149

Inbound

36 Outbound

(6)

Avg. value of deals (US$mil) 300.7 (71.7) Inbound

639.5 Outbound

191.0

Inbound

302.1 Outbound

(1,220.3)

Avg. deal multiple1 11.2x 0.5 Inbound

7.9x Outbound

12.7x

Inbound

(14.0) Outbound

0.6

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

July 2015, Issue 40M&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

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 June 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 June 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

Australia

Israel

Japan

United Kingdom

Canada $21.92

$9.08

$7.96

$1.19

$1.06

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

Japan

Singapore

Germany

Brazil

United Kingdom $2.56

$1.34

$1.32

$1.28

$1.01

0 100 200 300 400

France

Brazil

Australia

United Kingdom

Canada

22

29

11

10

9

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

Japan

United Kingdom

Germany

Israel

Canada $80.93

$55.07

$53.88

$35.03

$29.31

0 100 200 300 400

France& Germany

China

Japan

United Kingdom

Canada 358

193

158

73

84

2

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

Spain

France

Canada

Switzerland

United Kingdom

$50.87

$70.92

$25.98

$16.62

$17.25

0 100 200 300 400

France

Germany

Australia

United Kingdom

Canada 351

289

108

107

92

0 100 200 300 400

Australia

China

Japan

United Kingdom

Canada 40

18

14

7

10

4 Each of France and Germany was the country of origin for 73 transactions in the last 12 months.

June 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

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

2014

$19,045.4

$6,385.7

$22,890.9

$1,703.7

$5,089.8

$6,275.4

$2,466.9

$1,254.6

$11,742.5

$4,355.1

$7,559.2

$25,522.4

$8,022.0

$1,802.7$3,328.0

$8,039.7

$24,326.1

$5,765.7

$25,547.3

$8,418.0

$3,458.1

$11,573.9

$4,064.7

$2,795.2

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

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)

Time Warner Inc. ~ Twenty-First Century Fox, Inc.(July 16, 2014) (Offer withdrawn August 5, 2014)

$47.36

$76.12

$67.37

$55.09

$47.93

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

HCC Insurance Holdings, Inc. ~ Tokio Marine Holdings, Inc.(June 10, 2015)

Towers Watson & Co. ~ Willis Group Holdings Plc(June 30, 2015)

Altera Corporation ~ Intel Corporation(June 1, 2015)

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

The Williams Companies, Inc. ~ Energy Transfer Equity, L.P.(June 21, 2015) $47.93

$8.66

$7.46

$47.36

$16.33

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

5 Based on the highest target break fees and reverse break fees payable in a particular deal.6 The two transactions in June 2015 involving a financial buyer had a reverse break fee.7 Two transactions in June 2015 involved a financial buyer.8 The two transactions in June 2015 involving a financial buyer had a go-shop provision.9 Two transactions in June 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

$6000

$12000

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

(US$mil)

3.3%

4.0%3.7%

3.4%

3.8%4.2%

5.5%

4.6%

6.7%

3.5% 3.4%

4.7%

7.1%

5.4%

10.6%

4.8%5.7%

$11,573.9

$1,876.7

$3,683.3

$5,391.8

$6,841.8

$1,254.6

$1,996.7

4.4%$4,426.4

$2,747.1

$4,255.5

3.3% 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

2014

June

201

5

$3,652.9

Figure 6 - Average Break Fees as % of Equity Value5

Figure 7 - Average Break Fees as % of Equity Value5

June 2015

Last 12 Months

Target Break Fee for All Mergers 4.2 3.5

June 2015

Last 12 Months

Reverse Break Fee for All Mergers 4.8 5.4

Reverse Break Fee for Mergers Involving Financial Buyers6

6.4 7.4

Reverse Break Fee for Mergers Involving Strategic Buyers

3.9 4.7

June 2015

Last 12 Months

% of Mergers with Go-Shops 30.8 10.5

% of Mergers Involving Financial Buyers with Go-Shops7

100.0 37.5

% of Mergers Involving Strategic Buyers with Go-Shops

18.2 6.1

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

31.3 35.3

Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops8

32.5 37.2

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

30.0 33.4

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 june 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

10 Due to rounding, percentages may not add up to 100%.11 There were only three partial or all stock transactions in June 2015.12 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).

Cash Only

Stock Only11

Cash & Stock Only

Choice (Cash Election)

Other

Last 12 Months

June 2015

15.4%

14.0%

50.3%

17.5%

18.1%

61.5%15.4%

7.7%

June 2015 100.0

Last 12 Months 90.2

June 2015 15.4

Last 12 Months 23.4

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

Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers12

June 2015 23.5

Last 12 Months 13.9

M&A Terms (Continued)

Figure 9 - Form of Consideration as % of U.S. Public Mergers10 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 and 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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