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and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn.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 November 10, 2016 unless otherwise specified. “Last 12 Months” data is for the period from November 2015 to October 2016 inclusive. Data obtained from Dealogic and FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss.

By Volume (US$B)

October 2016

Last 12 Months

By Number of Deals

October 2016

Last 12 Months

$0 $200 $400 $600 $800

Finance

Telecommunications

Oil & Gas

Consumer Products

Leisure & Recreation

$46.13

$33.75

$22.15

$108.75

$60.12

$0 $200 $400 $600 $800

Oil & Gas

Utility & Energy

Chemicals

Healthcare

Computers & Electronics

$195.10

$274.19

$182.48

$159.17

$129.53

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

Finance

Oil & Gas

Healthcare

Professional Services

Computers & Electronics 168

75

67

50

36

October 2016 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 549.10 236.47 341.10 211.42

No. of deals 2,567 (298) 668 (62)

Avg. value of deals (US$mil) 405.2 197.9 1,140.8 698.2

Avg. deal multiple1 11.2x (0.6) 11.0x (1.2)

Strategic Transactions

Volume (US$B) 479.48 212.58 311.31 198.85

No. of deals 2,258 (303) 536 (61)

Avg. value of deals (US$mil) 385.7 196.7 1,197.3 768.1

Avg. deal multiple1 11.2x (0.6) 11.3x (0.9)

Sponsor-Related Transactions

Volume (US$B) 69.62 23.89 29.79 12.57

No. of deals 309 5 132 (1)

Avg. value of deals (US$mil) 621.6 145.2 763.8 208.4

Avg. deal multiple1 11.1x (0.7) 10.1x (1.7)

Crossborder Transactions2

Volume (US$B) 205.95 70.66 Inbound

98.53Outbound

61.31

Inbound

30.31Outbound

41.45

No. of deals 610 (81) Inbound

114Outbound

112

Inbound

(22)Outbound

11

Avg. value of deals (US$mil) 633.7 246.0 Inbound

1,407.6Outbound

1,179.1

Inbound

389.3Outbound

594.8

Avg. deal multiple1 11.3x (0.3) Inbound

10.9xOutbound

11.9x

Inbound

(1.2)Outbound

0.7

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

November 2016, Issue 56M&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

1,115

1,060

2,482

380

521

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 October 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 October 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

Canada

Denmark

Germany

United Kingdom

Netherlands $48.14

$4.03

$2.32

$1.68

$1.61

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

France

China

United Kingdom

Germany

Canada

$96.75

$92.05

$61.49

$30.93

$120.01

0 100 200 300 400 500

Germany

China

Japan

United Kingdom

Canada 420

183

173

72

160

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

France

Sweden

Canada

Netherlands

United Kingdom

$50.63

$72.22

$14.05

$11.33

$12.00

0 100 200 300 400 500

France

Germany

Australia

United Kingdom

Canada 319

283

90

88

77

0 100 200 300 400 500

Australia

United Kingdom

China

Japan

Canada 28

18

12

10

6

0 100 200 300 400 500

India

Australia

Germany

Canada andUnited Kingdom

9

23

6

7

4

4 Each of Canada and the United Kingdom was the country of destination for 23 transactions in October 2016.

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

India

Canada

Japan

China

United Kingdom $60.95

$21.99

$8.67

$4.61

$0.63

October 2016

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

016

Dec 20

15

Nov 20

15

Oct 20

16

Sep 20

16

$0

$5000

$10000

$15000

$20000

$25000

$30000

$35000

$40000

$3,253.6

$5,754.0

$3,412.3

$2,361.6$3,647.0 $3,184.2

$4,301.0$3,280.8 $3,044.0

$2,129.4$2,737.3

$12,629.9$13,826.2

$18,655.8

$6,977.5$5,777.4

$7,264.3

$8,918.3

$16,440.5

$12,156.8

$7,615.3

$5,513.8

$8,100.5

$37,218.2

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

Norfolk Southern Corporation ~ Canadian Pacific Railway Ltd.(November 17, 2015) (Offer withdrawn April 11, 2016)

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

Monsanto Company ~ Bayer AG(May 18, 2016)

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

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

$30.71

$83.07

$61.55

$56.04

$46.55

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

BE Aerospace, Inc. ~ Rockwell Collins, Inc.(October 23, 2016)

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

Level 3 Communications, Inc. ~ CenturyLink, Inc.(October 31, 2016)

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

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

$83.07

$25.01

$6.30

$46.55

$25.16

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

5 Based on the highest target break fees and reverse break fees payable in a particular deal.6 Two transactions in October 2016 involving a financial buyer had a reverse break fee. 7 Two transactions in October 2016 involved a financial buyer.8 Two transactions in October 2016 had a go-shop provision.9 Two transactions in October 2016 involving a financial buyer had a go-shop provision.10 No transaction in October 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

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

016

Dec 20

15

Nov 20

15

Oct 20

16

Sep 20

16

Aug 20

16

May 20

16

(US$mil)

6%

12%

$6000

$12000

3.6

4.5

3.6

5.8

3.7

4.1

3.3

5.2

3.2

4.9

3.4

4.4

3.9

5.0

3.6

5.9

3.3

4.9

3.6

5.2

3.6

5.9

3.5

4.4

$2,367.1

$6,949.5

$3,504.0

$2,361.6$3,074.4 $3,033.1

$4,596.0

$2,749.9$3,044.0

$2,245.4$2,888.9

$11,089.9

Figure 6 - Average Break Fees as % of Equity Value5

Figure 7 - Average Break Fees as % of Equity Value

October 2016

Last 12 Months

Target Break Fee for All Mergers 3.5 3.5

October 2016

Last 12 Months

Reverse Break Fee for All Mergers 4.4 5.0

Reverse Break Fee for Mergers Involving Financial Buyers6

4.9 6.4

Reverse Break Fee for Mergers Involving Strategic Buyers

4.2 4.6

October 2016 Last 12 Months

% of Mergers with Go-Shops 14.3 10.4

% of Mergers Involving Financial Buyers with Go-Shops7

100.0 41.9

% of Mergers Involving Strategic Buyers with Go-Shops

0.0 4.3

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

41.0 34.8

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

41.0 35.2

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

N/A 33.9

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 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

October 2016

7.3%

62.2% 15.5%

15.0%

35.7%

14.3%

28.6%

21.4%

October 2016 57.1

Last 12 Months 89.8

October 2016 7.1

Last 12 Months 22.8

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

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

October 2016 12.5

Last 12 Months 14.6

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 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 K. Lakhdhir

Stephen P. Lamb

John E. Lange

Xiaoyu Greg Liu

Jeffrey D. Marell

Toby S. Myerson

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 Office 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© 2016 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this publication August 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 and N. Arie Abramov and law clerks Yae Na Woo, 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

016

Dec 20

15

Nov 20

15

Oct 20

16

Sep 20

16

Aug 20

16

Strategic TotalSponsor

$0

$50

$100

$150

$200

$250

$300

$350

$141.79$174.21

$95.06 $99.96

$71.86

$102.40

$182.41

$146.49$128.52

$109.41

$129.67

$341.10

$112.04

$158.97

$77.47$64.42

$51.85

$83.54

$133.38 $96.54$89.89

$71.68 $112.46

$311.31

$29.75$15.24 $17.60

$35.54 $20.01 $18.87

$49.03 $49.95

$38.63 $37.73$17.22

$29.79

Aug 20

16

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar

201

6

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

16

Sep 20

16

Strategic TotalSponsor

$0

$100

$200

$300

$400

$500

$600

$59.87 $47.95 $35.33$64.22 $62.21 $46.25

$77.66 $78.50 $67.43 $52.49 $45.73$69.62

$286.72

$359.99

$169.33

$230.89

$176.77 $181.85

$253.93 $229.01$265.18

$167.98

$266.89

$479.48

$346.59$407.94

$204.66

$295.11

$238.99$228.10

$331.59$307.51

$332.61

$220.47

$312.63

$549.10

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

016

Dec 20

15

Nov 20

15

Oct 20

16

Sep 20

16

Aug 20

16

Strategic TotalSponsor

0

200

400

600

800

1,000

780 739

893 892

780759 764 789

652

734 730668

612 576

708 730

635616 599 606

517

579 597536

168 163185

162 145 143165

183135 155 133 132

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

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

3,0093,107

3,346 3,223 3,3013,159 3,079

3,264

3,0282,975

2,865

2,5672,6412,747

2,9502,847

2,9732,790

2,7192,888

2,689 2,6722,561

2,258

368 360 396 376 328 369 360 376 339 303 304 309

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

016

Dec 20

15

Nov 20

15

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

144

123

146 143 142131 134

145

113 116

136

114

$37.26 $40.03 $27.67 $29.45 $24.80 $16.86 $83.56 $21.61 $29.53 $26.81 $68.22 $98.53

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

016

Dec 20

15

Nov 20

15

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

161

127

150 148

117

137127

131

113

135

101112

$35.24 $13.37 $8.03 $24.71 $16.14 $8.96 $15.55 $8.18 $10.47 $10.16 $19.87 $61.31

Figure 7A - Global Crossborder Transactions

Jul 2

016

Jun 2

016

May 20

16

Apr 20

16

Mar 20

16

Feb

2016

Jan 2

016

Dec 20

15

Nov 20

15

Oct 20

16

Sep 20

16

Aug 2

016

By Volume (US$B) By Number of Deals

$0

$50

$100

$150

$200

$250

100

500

1000

$130.54 $119.02 $64.91 $152.75 $87.31 $61.90 $133.61 $79.27 $126.60 $62.25 $135.29 $205.95

815 779839 825 796 783

716814

728 716 691610

A N N E X