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. 4 See box on p. 5 for treatment of Dell Inc. offers.

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regardless of whether a definitive merger agreement was reached and filed or withdrawn.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 July 10, 2013 unless otherwise specified. “Last 12 Months” data is for the period

from July 2012 to June 2013 inclusive. Data obtained from Dealogic and FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss.

By Volume (US$B)

June 2013

Last 12 Months

By Number of Deals

June 2013

Last 12 Months

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

Forestry & Paper

Oil & Gas

Computers & Electronics

Real Estate/Property

Healthcare

$9.33

$4.40

$3.79

$18.81

$13.06

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

Telecommunications

Real Estate/Property

Healthcare

Oil & Gas

Computers & Electronics $114.74

$111.70

$104.32

$101.31

$100.15

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

Real Estate/Property

Finance

Healthcare

Professional Services

Computers & Electronics 125

101

74

51

38

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

Finance

Real Estate/Property

Healthcare

Professional Services

Computers & Electronics 2,351

1,522

1,150

696

691

June 2013 Global +/- From Prior

Month

U.S. +/- From Prior

Month

Total

Volume (US$B) 224.79 35.17 67.62 (0.84)

No. of deals 2,656 (173) 673 (66)

Avg. value of deals (US$mil) 174.1 31.6 269.4 (4.4)

Avg. deal multiple1 11.0x (0.8) 10.2x (4.4)

Strategic Transactions

Volume (US$B) 186.21 44.39 52.61 16.90

No. of deals 2,350 (181) 565 (59)

Avg. value of deals (US$mil) 161.6 44.0 244.7 72.2

Avg. deal multiple1 11.2x 0.2 10.3x (2.1)

Sponsor-Related Transactions

Volume (US$B) 38.58 (9.22) 15.01 (17.74)

No. of deals 306 8 108 (7)

Avg. value of deals (US$mil) 277.6 (104.8) 417.0 (344.7)

Avg. deal multiple1 9.5x (6.5) 7.7x (9.4)

Crossborder Transactions2

Volume (US$B) 68.30 0.71 Inbound

10.04 Outbound

8.03

Inbound

(10.40) Outbound

(10.17)

No. of deals 629 (38) Inbound

82 Outbound

114

Inbound

(5)Outbound

(24)

Avg. value of deals (US$mil) 223.2 10.0 Inbound

271.5 Outbound

182.5

Inbound

(227.1) Outbound

(142.5)

Avg. deal multiple1 13.6x 3.5 Inbound

5.6x Outbound

13.9x

Inbound

(13.4) Outbound

2.0

Figure 1 Figure 2 - Most Active U.S. Target Industries3 4

July 2013, Issue 16M&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 2013 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 2013 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 $10 $20 $30 $40 $50 $60 $70

United Kingdom

Canada

Japan

China

India $2.41

$1.68

$1.25

$1.22

$1.19

0 50 100 150 200 250 300 350 400

Australia

France

Japan

United Kingdom

Canada 25

13

10

6

5

$0 $10 $20 $30 $40 $50

France

Germany

United Kingdom

Israel

Canada $1.96

$1.03

$0.97

$0.86

$0.69

0 50 100 150 200 250 300

Australia

Germany

France

United Kingdom

Canada 25

14

8

8

5

$0 $10 $20 $30 $40 $50 $60 $70

United Kingdom

Germany

China

Canada

Japan $54.88

$34.24

$16.53

$15.19

$8.56

0 50 100 150 200 250 300 350 400

France

Germany

United Kingdom

Japan

Canada 348

167

152

80

62

$0 $10 $20 $30 $40 $50

Germany

Italy

Ireland

Canada

United Kingdom $37.47

$18.91

$12.91

$10.17

$10.09

0 50 100 150 200 250 300

Brazil

Germany

Australia

United Kingdom

Canada 268

243

101

88

84

June 2013

Equity Value (US$B)

Last 12 Months

Equity Value (US$B)

$3,000

$9,000

$15,000

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

June

2013

May 20

13

April 2

013

March 2

013

Febr

uary

2013

Janu

ary 20

13

Decem

ber 2

012

Novem

ber 2

012

Octobe

r 201

2

Septem

ber 2

012

Augus

t 201

2

July

2012

$4,542.7

$2,231.6 $2,776.4

$4,882.4

$1,273.8

$5,465.1

$1,935.0$1,821.9

$7,895.3

$3,420.4

$749.9$1,327.9

$1,290.3

$1,596.1

$2,500.6

$14,022.3

$2,439.0

$9,605.8

$4,238.0

$1,401.4

$1,912.7$3,093.3

$4,299.9

$1,240.4

$0 $5 $10 $15 $20 $25 $30

Virgin Media Inc. ~ Liberty Global, Inc. (February 5, 2013)

Life Technologies Corporation ~ Thermo Fisher Scientific Inc. (April 15, 2013)

Sprint Nextel Corporation ~ Dish Network Corporation (April 15, 2013) (Offer withdrawn June 18, 2013)

H.J. Heinz Company ~ Investment Group (February 14, 2013)

Dell Inc.(multiple offers)

$23.25

$18.24 $20.51$24.90

$21.08

$12.95

$12.85

6

5

$0 $5 $10 $15 $20 $25 $30

Vanguard Health Systems, Inc. ~ Tenet Healthcare Corporation (June 24, 2013)

Colonial Properties Trust ~ Mid-America Apartment Communities, Inc. (June 3, 2013)

Cooper Tire & Rubber Company ~ Apollo Tyres Ltd (June 12, 2013)

ExactTarget, Inc. ~ salesforce.com, inc. (June 4, 2013)

Onyx Pharmaceuticals, Inc. ~ Amgen Inc.(June 30, 2013) $8.73

$2.35

$2.22

$2.17

$1.63

Figure 4 - Average Value of Announced U.S. Public Mergers (in US$mil)5

Figure 5 - Five Largest Announced U.S. Public Mergers

5 See box on p. 5 for treatment of Dell Inc. offers. 6 Members of Investment Group reported by FactSet MergerMetrics are 3G Capital and Berkshire Hathaway Inc.

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 Only one transaction in June 2013 involving a financial buyer had a reverse break fee.9 No transactions in June 2013 had go-shop provisions.

M&A Terms

6%

10%

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

June

2013

May 20

13

April 2

013

March 2

013

Febr

uary

2013

Janu

ary 20

13

Decem

ber 2

012

Novem

ber 2

012

Octobe

r 201

2

Septem

ber 2

012

Augus

t 201

2

July

2012

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

4.8%

3.3%3.4%

7.1%

3.1%

3.9%

3.7%

3.6%

3.3%3.2%

3.5%3.4%

5.0%5.1%

6.7%

$1,632.8

$807.8

$1,221.1$1,320.9

$753.1 $914.1

$1,232.2

4.1%

6.4%

$1,935.0

(US$mil)$6,000

6.6%

5.0%

6.1%

5.3%

4.0%

$5,436.2

$1,803.0

$1,401.4

3.4%

$1,708.6$2,000

$4,000

8.6%

Figure 6 - Average Break Fees as % of Equity Value7

Figure 7 - Average Break Fees as % of Equity Value7

June 2013 Last 12 Months

Target Break Fee for All Mergers 3.4 3.5

June 2013 Last 12 Months

Reverse Break Fee for All Mergers 4.8 5.9

Reverse Break Fee for Mergers Involving Financial Buyers8

7.5 6.7

Reverse Break Fee for Mergers Involving Strategic Buyers

4.2 5.4

June 2013

Last 12 Months

% of Mergers with Go-Shops9 0.0 12.5

% of Mergers Involving Financial Buyers with Go-Shops

0.0 35.7

% of Mergers Involving Strategic Buyers with Go-Shops

0.0 6.9

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

N/A 35.5

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

N/A 34.3

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

N/A 37.0

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

Our Mergers & Acquisitions PracticeThe Mergers & Acquisitions Group at Paul, Weiss is among the most experienced and effective 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 and historical experience in advising corporations and private investors in a variety of

transactions enable us to identify new opportunities for our clients to realize value. In particular, we have

experience in assisting clients as they engage in proxy battles, company-altering and market-

consolidating transactions or capital market transactions.

In the past year, we have helped clients across industries and continents, in transactions ranging from

the largest deal for a domestic healthcare REIT to one of the largest international investment projects in

China. A sampling of recent engagements includes advising Rockstar Bidco in its acquisition of Nortel’s

$4.5 billion patent portfolio; assisting consumer products giant Reckitt Benckiser in its $1.4 billion

acquisition of Schiff Nutrition International; counseling KPS Capital Partners in the sale of its portfolio

company North American Breweries to Cerveceria Costa Rica; representing investment funds affiliated

with Apollo Global Management, LLC in an agreement to acquire McGraw-Hill Education for $2.5

billion; and advising Time Warner Cable in its $3 billion acquisition of Insight Communications.

10 Due to rounding, percentages may not add up to 100%.11 There were only three partial or all stock transactions in June 2013.12 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

June 2013

66.7%

6.3%

68.1%

15.3%

0.7%

9.7%

33.3%

June 201311 100.0

Last 12 Months 91.7

June 2013 11.1

Last 12 Months 20.1

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

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

June 2013 16.7

Last 12 Months 15.6

© 2013 Paul, Weiss, Rifkind, Wharton &

Garrison LLP.

In some jurisdictions, this publication

may be considered attorney advertising.

Past representations are no guarantee of

future outcomes.

M&A Terms (Continued)

NEW YORK BEIJING HONG KONG LONDON TOKYO TORONTO WASHINGTON, D.C. WILMINGTON

5

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.

ContactsAriel J. Deckelbaum Partner New York 212-373-3546

ajdeckelbaum@paulweiss.com

Frances Mi Counsel New York 212-373-3185 fmi@paulweiss.com

Associates Elana D. Bensoul, Jonathon A.

Zytnick, Samuel J. Welt and Joseph S.

Friedman contributed to this publication.

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

Note on the Treatment of the Multiple Dell Inc. Offers: For Figure 2, with data reported by Dealogic, the “Last 12 Months” category includes the February 2013 management buyout of

Dell Inc. by Michael Dell and Silver Lake Management LLC, reported at $20.72 billion, and two March 2013 offers for Dell Inc., one from The Blackstone Group LP, reported at $25.68

billion, and one from Icahn Enterprises L.P., reported at $18.90 billion. For Figures 4, 5 and 12, with data reported by FactSet MergerMetrics, February 2013 includes the management

buyout of Dell Inc. by Michael Dell and Silver Lake Management LLC, reported at $20.51 billion, and March 2013 includes two subsequent offers, one from The Blackstone Group LP,

Insight Venture Partners and Francisco Partners at $24.90 billion, and another from Icahn Enterprises L.P., reported at $18.24 billion. Excluding the March 2013 offers, the Average

Value of all U.S. Public Mergers for March 2013 would be $863.8 million, and the Average Value of Five Largest U.S. Public Mergers for March 2013 would be $1,116.2 million.