M&A 2018 ANNUAL REVIEW 158 M&A TRANSACTIONS

APPROXIMATE TOTAL VALUE $292 BILLION

TRANSACTIONS OVER 27 $1 BILLION IN VALUE

CROSS-BORDER 80 DEALS

NEW CORPORATE 59 ATTORNEYS GLOBALLY CONTENTS

01 2018 IN REVIEW 01

02 ALIBABA 07 BLACKBERRY 09 CRYOBANK 11 EDR 13 ENERMECH 15 GRYPHON 17 RENESAS 19 SOFTBANK 21 SPRINT 23 SAIC 25 THREATMETRIX 27 TRUSTED DOCTORS 29 VMWARE 31 VONAGE 33

03 2018 REPRESENTATIVE DEALS 35 1 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW

2018 IN REVIEW

Welcome to our 2018 M&A Annual Review. The M&A market in 2018 was strong, with one of the largest total deal values on record. We are proud to have worked with many of the most dynamic and market-shaping clients around the world. Our client work is highlighted on the following pages. Below is a summary of Morrison & Foerster’s recently released report, “Key M&A Trends for 2019,” in which our attorneys share their views for the 2019 M&A market, including commentary on tax reform, trade, private equity activity, and more.

Read our full report: Key M&A Trends for 2019

M&A activity through the first three • Healthcare M&A shared center and China continued to decline, quarters of 2018 appeared poised stage in 2018, with megadeals with inbound value falling to for a new record, before slowing in including Takeda’s $77 billion just under $3 billion in 2018 the final quarter as stock market takeover of drugmaker Shire and from $8.7 billion in 2017 (and volatility spiked and questions arose health insurer Cigna’s $71 billion a record $55.3 billion in 2016). about the direction of economic acquisition of Express Scripts. The Meanwhile, Chinese bids in growth.1 action has continued into 2019 Europe in 2018 rose 81.7%, with Bristol-Myers agreeing to to $60.4 billion.2 Key Sectors Led the Way buy Celgene for $74 billion and Eli Lilly agreeing to buy Prospects for 2019 remain strong, • Tech M&A continued to Loxo Oncology for $8 billion. with companies eager for growth boom, reaching $574 billion and capital still abundant and in deal value globally – just • Cross-border dealmaking relatively cheap, despite the Federal short of 2015’s record of remained strong, with the Reserve’s recent moves away $577 billion – with private number of deals falling slightly from its low interest rate policy. equity (PE) contributing a quarter from 2017 but remaining above However, there are risks that could of every dollar spent in tech the levels of other recent years. slow M&A activity. M&A in 2018, according to 451 Dealmaking between the U.S. Research’s M&A KnowledgeBase. MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 2

TAX REFORM PRESENTS BOTH CHALLENGES AND 1OPPORTUNITIES Many aspects of 2017’s Tax Cuts and Jobs Act (TCJA)3 remain to be refined in the coming year (or even years). However, several trends emerged during 2018, and tax savings will continue to be a source of potential value in 2019.

Deal Structure and Terms

Key structuring considerations include: • The continued availability of (CFIUS) play a major role in • Potential for 100% tangible asset the Section 1202 exclusion for cross-border transactions for both expensing – Newly proposed “qualified small business stock” strategic buyers and PE sponsors.4 regulations may affect the ability and the reorganization provisions to obtain these benefits. under Section 368. The Foreign Investment Review Risk Modernization Act of 2018 (FIRRMA), • Limitations on net operating Impact on Specific Industries signed into law in August 2018, losses (NOLs) and interest expanded CFIUS’s scope and process. deductions – The new limitations The significance of tax reform has Highlights include: have substantially complicated varied among industries and types deal negotiations and financing of businesses. For example: • CFIUS jurisdiction expanded considerations. to include non-controlling • Tech companies have generally investments in cases involving • Interest expense limitations not been able to obtain the critical infrastructure, critical – Buyers must maintain benefits of the 100% expensing technologies or sensitive personal sophisticated financial models in connection with asset data of U.S. citizens. in order to track the interest acquisitions, given that qualifying limitations. assets generally include only • A mandatory declaration process tangible asset classes and do not for covered transactions in critical • International provisions, including include goodwill or other types of technology industries. deemed repatriation of previously intangible assets. untaxed foreign earnings – Several • Civil penalties. new reps and covenants have • Highly leveraged industries emerged in deal documentation. and industries with substantial • Clarifying when investment funds overseas manufacturing or other with foreign limited partners Choice of Entity foreign operations have faced would be subject to CFIUS jurisdiction.5 The use of the corporate form relative materially higher compliance burdens and planning issues as to pass-through entities has received Most of the changes implemented compared with those of other renewed focus due to a variety of by FIRRMA will become effective market participants. considerations, including: once CFIUS issues implementing regulations, expected late this year. • The flat 21% corporate tax rate; U.S.-TRADE TRADE TENSIONS AND NATIONAL SECURITY However, the U.S. Department • The elimination of the corporate 2 CONCERNS MOVE THE of Treasury (as the CFIUS AMT; GOALPOSTS chair) published interim rules implementing the critical • The continued ability of U.S. national security concerns corporations to deduct state and technologies “pilot program” and the Committee on Foreign contemplated by FIRRMA that local income taxes; and Investment in the United States 3 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW

These changes have already begun the acquisition by Humana, to result in process changes for TPG Capital and Welsh, Carson MANY ASPECTS OF deals, including targeted front-end of Kindred At Home (with a put/ 2017’S TAX CUTS AND diligence for all parties involved in call option giving Humana the answering the threshold question right over time to buy the rest JOBS ACT REMAIN TO BE of whether they are looking at a of Kindred At Home) and Curo REFINED IN THE COMING covered transaction and whether a Health Services. declaration is required. YEAR (OR EVEN YEARS). While the threat of a general CONTINUED CREATIVITY economic slowdown lingers, EXPECTED FOLLOWING A available capital and creative investment strategies, particularly imposes a mandatory declaration 3 STRONG YEAR FOR PE BUYERS with respect to assets that may filing requirement, with penalties 2018 was a strong year for the become distressed in any slowdown, for failure to file equal to the value 6 private equity industry. Available should continue to drive an active of the transaction. capital was at an all-time high, and PE market throughout 2019. 2018 deal volume for PE buyers • The pilot program covers “critical DELAWARE COURT (FINALLY) technologies” developed for use exceeded record levels. FINDS AN MAE – BUT LEAVES in one of 27 industries, including • Tech transactions dominated pharmaceuticals, biotechnology, 4 THE BAR HIGH AND NOT PE activity, as they have for the and battery manufacturing MUCH CLEARER past couple of years, headlined by in addition to those more Vista Equity Partners’ acquisition Until the Delaware Chancery Court’s traditionally associated with of Apptio and KKR’s acquisition decision in Akorn v. Fresenius on national security concerns, such of BMC Software. October 1, 2018, no Delaware court as semiconductors. had found a material adverse effect • PE firms engaged in as many tech • The definition of “critical (MAE) that justified the termination deals as did more traditional tech 8 technologies” includes items of a merger transaction. strategic acquirers, with some PE subject to export control firms taking advantage of potential Akorn had particularly egregious facts: restrictions, but also “emerging synergies with existing portfolio and foundational technologies.” In companies and some PE firms • Year-over-year second quarter November 2018, The Department buying earlier stage companies and full year revenue declined of Commerce’s Bureau of Industry lacking the stronger cash flows of 29% and 27%, operating income and Security issued an Advance more traditional PE targets. declined by 84% and 134%, and Notice of Proposed Rulemaking earnings per share declined by identifying 14 categories of • The healthcare sector saw 96% and 170%. “emerging technologies” and increased focus from PE firms,as requesting public comments exemplified by KKR’s acquisition • The court also estimated a 21% on the categories identified of Envision Healthcare, the reduction in value from the deal and appropriate definitions. acquisition of Athenahealth by price based on the costs and As expected, the Commerce Veritas Capital and Evergreen effects of the company’s myriad Department’s list includes Coast Capital, and the acquisition regulatory violations. artificial intelligence, robotics, of LifePoint Health by a While many undoubtedly will and 3D printing among the consortium composed of Apollo search for significance underlying emerging technologies that Global Management, ATP Private this 21%, Vice Chancellor Laster will be covered by the CFIUS Equity Partners and RCCH added that “[n]o one should fixate pilot program (and also subject Healthcare Partners. to export control licensing on a particular percentage as requirements).7 • PE firms increased their activity establishing a bright-line test.” in the $1 billion + M&A market, The court also raised questions about These regulatory challenges are and in club deals among mega- the extent to which such a downturn expected to impact PE sponsors, funds and sector-specialist funds. must be “unexpected,” rather than including those with foreign LPs as Sponsors also partnered with allowing the parties to allocate the well as those based outside the U.S. strategic investors, as in risk contractually, and drew attention MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 4

to the interplay between the differing the validity of another buyer NEW PRIVACY LAWS levels of materiality that often apply terminating a deal due to an MAE, SWEEP IN FROM THE EU TO in different reps and covenants. may give Delaware courts another 6 CALIFORNIA AND BEYOND chance to decide whether Akorn What to Do? is an anomaly or the first of many Privacy and data issues continued more MAEs to come. to gain prominence in 2018, as new In a pre- Akorn world, the inclusion laws required companies to adopt of an MAE qualifier comforted many NON-TECH COMPANIES new compliance procedures and targets when agreeing to expansive reps BUYING TECH COMPANIES exercise increased vigilance and the and warranties or preparing disclosure risk of the occurrence and costs of schedules. Now that a Delaware court 5 breaches continued to increase. has found an MAE and has emphasized One trend that continues to reshape the M&A market is the participation the importance of contractual risk • The EU’s New GDPR. Nearly of “non-tech” companies as major allocation, targets may require more all companies felt the impact buyers in the technology market. guidance to understand the practical of the new EU General Data implications of including an MAE According to 451 Research, strategic Protection Regulation (GDPR), qualifier in their merger agreements acquirers from outside the tech which overhauled EU data for their specific businesses. market have now spent more than protection laws and grabbed headlines with its new penalty • For example, as there is still $40 billion on tech M&A in each provisions of up to €20 million or no bright-line rule, disclosure of the last three years. Prior to that 4% of global worldwide turnover schedule preparation may period, according to 451 Research, (whichever is more). GDPR not become a more time-consuming non-tech acquirers never spent only set new rules for companies task, as targets are less willing more than $35 billion in any single operating in the EU, but extended to rely upon an MAE qualifier year following the dotcom bubble these obligations to companies as their primary protection. of 1995 to 2001. operating outside of the EU that Targets should be cautious, Deal-makers anticipate this trend will target or monitor individuals however, when balancing the continue, with 68% of respondents in the EU. In the M&A context, legal instinct to over disclose in to MoFo’s October 2018 Tech M&A GDPR has become a key priority the schedules against business Leaders’ Survey predicting an increase in privacy-related due diligence, considerations, as over disclosure over the next three years in non-tech particularly of data-driven could potentially have a chilling companies acquiring tech companies. businesses, whether B2C or B2B.10 effect on the deal (for example, by implying that less significant The shift correlates with the • California’s Upcoming CCPA. items could rise to the level of an increasingly blurred lines between In the wake of GDPR, a California MAE or that problems lurk from what is considered a “technology” ballot initiative triggered a myriad potential causes). and a “non-technology” business, landmark new privacy law. This as connectivity, automation, law, California’s Consumer • In addition, targets and buyers are mobility and data have permeated Privacy Act of 2018 (CCPA), also likely to spend more time the business world and traditional creates unprecedented new thinking about the need (mostly non-tech companies are now utilizing privacy rights, such as giving from the target’s perspective) for technology in order to solve internal California residents the right to specific carveouts to an MAE gaps or enhance external offerings. view personal information that definition and targets could also a company maintains about find themselves focusing on these The speed at which technology them. Significantly, CCPA also issues with respect to a buyer disruptors can enter and reinvent creates a new private right of when accepting stock as the form a targeted market has also added action for consumers affected of payment. pressure on non-tech companies by data security breaches, which to develop their tech arsenal at a We note that one occurrence of compounds the risks that may rapid pace or risk losing ground. an MAE does not a trend make. arise from acquiring a target Oftentimes this means acquiring The threshold for an MAE is still company that, knowingly or an established technology business high. The outcome of Channel unknowingly, has experienced rather than attempting to develop a Medsystems Inc. v. Boston a data security breach. CCPA takes digital platform internally.9 Scientific Corp., which will decide effect on January 1, 2020, and has 5 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW

added urgency to discussions of the • The most common objective possibility of Congress adopting a is to push the targeted company federal data privacy law.11 to sell, accounting for more than AS THE RISKS AND 41% of M&A-related campaigns REQUIREMENTS GREW, • Increasing Numbers of Data- in 2018. For example, TV-ratings Driven Business Models. The producer Nielsen Holdings AND THE PORTION OF growing focus on privacy and data reportedly14 faced an activist BUSINESSES THAT WERE protection in M&A deals is driven campaign in the summer of not only by changes in laws, but 2018 from Elliott Management, IMPLICATED EXPANDED, also by the growing importance which had accumulated an BUYERS EXPANDED of data-driven business models. 8% stake and was encouraging When a target’s business model is a full company sale. At the THEIR DILIGENCE fueled by user data, privacy and beginning of 2019, Starboard INVESTIGATIONS. data protection are integral to the Value announced that it had 12 risks and rewards of the deal. accumulated a 1.7% stake in Dollar Tree and suggested that it As the risks and requirements consider a sale or other strategic relevant to the company, or to the grew, and the portion of businesses alternative for the Family Dollar sales process, other shareholders may that were implicated expanded, business acquired in 2015. complain that directors have failed to buyers expanded their due diligence comply with their duties to make their investigations. Buyers have also • Challenging, or seeking own decisions.16 taken care to conduct diligence to change the terms of, in compliance with the new rules announced deals is also a PROPER DEAL PROCESSES and exercised additional caution in common theme, involving SUPPORT RELIANCE ON DEAL requesting and handling personal about 30% of M&A-driven 8 PRICE information. In acquisition campaigns in 2018. Such agreements, buyers have expanded is the case with Alps Electric’s Delaware courts in 2018 continued reps and warranties and, in some proposed acquisition the trend in appraisal cases toward cases, specific indemnities. For of Alpine Electronics, a reliance on the negotiated deal price the longer term, buyers have also deal that involved both as an indicator of a target company’s increased their attention on data- Elliott Management and Hong fair value. This bodes well for buyers related integration issues. Kong-based Oasis Management. whose transactions fit within the requirements for such reliance. SHAREHOLDER ACTIVISM The number of activists has also DRIVES M&A AND AFFECTS continued to grow. 131 activists were The Delaware Supreme Court has STRATEGIES responsible for campaigns in 2018, refrained from setting a “bright 7 15 up from 108 in 2017. Despite that line” rule requiring reliance on deal Activist campaigns hit a record growth, a small number of activists price. However, in its 2017 decisions pace in 2018, with 226 companies accounted for a large percentage of in DFC and Dell,17 it emphasized targeted by shareholder activists, activity, with Elliott Management that a deal price set through “an 13 up from 188 in 2017. The U.S. alone accounting for 9% of campaigns. open process, informed by robust remained the focus, but activism also public information, and easy access expanded abroad, particularly in Board Duties to deeper, non-public information” Europe and Asia Pacific. “deserved heavy, if not dispositive Boards contending with activists weight.” Deals that do not follow Activist M&A Goals in an M&A setting need to keep in such a process, particularly where mind their legal duties within the significant conflicts are involved, M&A is typically one of the most company’s overall context, as well on the other hand, could end up commonly announced objectives for as the demands of activists and the with the court calculating a activists, occurring with about the apparent wishes of their shareholders. different fair value. same frequency as demand for board Courts have generally been reluctant changes. Activists also push for to apply greater scrutiny to board The trend seems to be playing out in other M&A-related objectives, such decisions merely because they are the incidence of appraisal litigation as divestitures, and other capital made under threat of a proxy contest, as well: In 2017, the number of allocation steps, such as dividends but when combined with other facts appraisal cases filed in Delaware and buybacks. MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 6

declined to 62, from 85 in 2016,18 directors of the reasons for and in 2018 the number dropped eschewing the pre-signing 1 See “Global & Regional M&A Report,” even further, with roughly 30 market check and the likely Mergermarket (2018). appraisal cases filed in Delaware. tactical impact; 2 Id. The changing landscape has also 3 “Tax Reform: Key Considerations for • Evidence of a conflicted lead M&A, Private Equity & resulted (in our experience) in more Transactions,” Morrison & Foerster Client modest settlements in existing negotiator; and Alert (January 2018). litigation. 4 8 Key M&A Trends, Morrison & Foerster • A go-shop that, among other Article (January 2018). things, was subject to a 5 “CFIUS Reform Enacted: Immediate In its 2018 decisions, the Delaware Impact and Extended Uncertainty,” Chancery Court highlighted deal relatively short time period Morrison & Foerster Client Alert (September 2018). process features that increased and provided information 6 “New CFIUS Pilot Program Expands U.S. the likelihood of reliance on a deal and unlimited matching Government Review of Tech Transactions,” rights to the initial buyer. Morrison & Foerster Client Alert (October price, as well as features that tended 2018). to make the court reject the deal REP AND WARRANTY 7 “Opportunity to Comment on Emerging price and seek other ways of valuing Technologies Subject to Future Export – WIDER USAGE and Investment Restrictions,” Morrison the company: & Foerster Client Alert (November 2018). BY STRATEGIC BUYERS Commerce Department notices with respect 9 to “foundational technologies” will be • In Verition Partners Master issued separately. Fund Ltd. v. Aruba Networks, Rep and warranty insurance has 8 “Delaware Court of Chancery Finds a 19 been used by PE buyers for several Material Adverse Event and Excuses Inc., the court highlighted Buyer from Obligation to Close in Akorn v. years, but it is still used by just a Fresenius Kabi AG,” Morrison & Foerster several factors reflecting a Client Alert (October 2018); “Delaware non-exploitative process: fraction of strategic acquirers. Supreme Court Upholds Lower Court’s Material Adverse Effect Finding,” Morrison a third party deal negotiated & Foerster Client Alert (December 2018). More recently, however, strategic at arm’s-length; the lack of 9 “Tech-led M&A,” Financier Worldwide acquirers have become more a controlling stockholder; Magazine (September 2018). comfortable with the idea of deal no stockholders receiving 10 For a wealth of information and resources protections through representation about GDPR, please visit MoFo’s GDPR preferential treatment; no Readiness Center, available at www.mofo. and warranty insurance. This com/special-content/gdpr-readiness- conflicts of interest by the center/. willingness by some strategic target’s ultimate decision 11 For information and updates on CCPA, acquirers to compete on both please visit MoFo’s California Consumer makers; and nothing untoward value (taking account of strategic Privacy Act Resource Center, available at in the standard deal terms https://www.mofo.com/special-content/ synergies) and escrow/indemnity california-consumer-privacy-act/. (in other words, nothing that terms will put pressure on other 12 “Five Key Legal Risks for Data-Centric would support a breach of Technology M&A,” The M&A Journal, strategic buyers to get comfortable Morrison & Foerster Article (July 2018). fiduciary duty claim). with rep and warranty insurance in 13 “2018 Review of Shareholder Activism,” order to remain competitive. Lazard (January 2019). • In BlueBlade Capital 14 “Elliott takes big stake in Nielsen to push Opportunities LLC v. Norcraft company to sell itself: WSJ,” Reuters More generally, rep and warranty (August 2018). Companies, Inc.,20 the court insurance policy terms have 15 “2017 Activism Year in Review,” Lazard declined to defer to the deal (January 2018). continued to improve from the price and undertook its own perspective of both the buyer and the 16 For examples, see In re Tangoe, Inc. discounted cash flow analysis, Stockholders Lit’n, Del. Ch. Nov. 20, 2018; seller, although not with the same In re PLX Technology Inc. Stockholders resulting in a price that was Lit’n, Del. Ch. Oct. 16, 2018. scope of changes that followed the roughly 2.6% above the deal 17 “Delaware Supreme Court Reverses Dell policies’ introduction to the market. Appraisal Award,” Morrison & Foerster price. The process problems Client Alert (December 2017). included: 18 “Shareholder Litigation Involving Coverage by rep and warranty Acquisitions of Public Companies: Review insurance continues to be limited of 2017 M&A Litigation,” Cornerstone • Lack of a pre-signing market Research (2018). to unscheduled and unknown check, with the target focused 19 “Delaware Chancery Court in Aruba breaches. Buyers thus continue to on a single bidder, which the Appraisal Finds Fair Value to be the Pre- explore other mechanisms, such as Announcement Market Price: 30% Below court acknowledged could Deal Value,” Morrison & Foerster Client specific indemnities (or, in some Alert (February 2018). be defensible in appropriate cases, other kinds of insurance), to 20 “Delaware Courts, in Determining How to cases but here appeared Value Companies for Appraisal Purposes, address issues disclosed by sellers Start with Deal Process,” Morrison & to have been done without or otherwise known to buyers. Foerster Client Alert (August 2018). an understanding by the Alibaba

Morrison & Foerster advised the Independent Committee of the Board of Directors of Alibaba Group Holding Limited in Alibaba’s acquisition of a 33% equity interest in Ant Financial, China’s leading financial services company. Alibaba is one of the largest e-commerce and technology companies in the world. Ant Financial is China’s leading financial services company and one of the largest FinTech companies in the world. Ant Financial was formed following Alibaba’s spin-off of Alipay (China’s leading payment processing company) in 2010. This was the largest China-related technology transaction of 2018.

“THIS TRANSACTION IS A SIGNIFICANT STEP FOR ALIBABA TO ENHANCE OUR LONG-TERM STRATEGIC RELATIONSHIP WITH ANT FINANCIAL AS WE CONTINUE TO PURSUE OUR MISSION TO MAKE IT EASY TO DO BUSINESS ANYWHERE.”

Daniel Zhang, CEO, Alibaba Group

7 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW “THEIR ANALYSIS, INSIGHT ON THE DEAL AND MORRISON & FOERSTER RANKED AS UNDERSTANDING OF OUR CONCERNS WERE INTERNATIONAL DEAL FIRM OF THE YEAR. ALL IMPRESSIVE.” – ASIAN LEGAL BUSINESS 2018 – CLIENT QUOTE, CHAMBERS GLOBAL 2018 “MORRISON & FOERSTER LLP IS AT THE FOREFRONT MORRISON & FOERSTER RANKED AS TECHNOLOGY OF TECHNOLOGY, TELECOMS AND MEDIA DEALS.” AND TELECOM LAW FIRM OF THE YEAR. – LEGAL 500 US 2018 – THE DEAL AWARDS 2018 BlackBerry

Morrison & Foerster is representing BlackBerry in its $1.4 billion acquisition of Cylance, a pioneer in applying artificial intelligence, algorithmic science, and machine learning to cybersecurity software. Its software provides full spectrum prevention and visibility that combats the most notorious and advanced cybersecurity attacks. With AI-based malware prevention, threat hunting, automated detection and response, and expert security services, Cylance protects the endpoint without increasing staff workload or costs.

“WE BELIEVE ADDING CYLANCE’S CAPABILITIES TO OUR TRUSTED ADVANTAGES IN PRIVACY, SECURE MOBILITY, AND EMBEDDED SYSTEMS WILL MAKE BLACKBERRY SPARK INDISPENSABLE TO REALIZING THE ENTERPRISE OF THINGS.”

John Chen, Executive Chairman and CEO of BlackBerry

MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 10 California Cryobank

Morrison & Foerster advised California Cryobank, the world leader in donor sperm and donor egg services, in its sale by Longitude Capital and NovaQuest Capital to GI Partners. This acquisition provides GI Partners with the opportunity to create a new platform in the growing and dynamic reproductive and stem cell space to further expand its industry-leading capabilities. In a contemporaneous transaction, GI Partners acquired Cord Blood Registry, the world’s largest stem cell collection and storage company, which will be combined with California Cryobank under the California Cryobank Life Sciences platform.

Prior to that sale, the firm advised California Cryobank in the acquisition of substantially all of the assets of Cord Blood America Inc., bringing together two of the industry’s most highly regarded stem cell companies.

“THE LIFE SCIENCES PLATFORM CREATED BY THE COMBINATION OF OUR TWO COMPANIES WILL ALLOW US TO UTILIZE OUR COLLECTIVE STRENGTHS MORE EFFECTIVELY, AND ACHIEVE OUR VISION OF HELPING TO GROW AND PROTECT HEALTHY FAMILIES AROUND THE WORLD.”

Richard Jennings, CEO, California Cryobank

11 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW “THE TEAM IS TOTALLY OUTSTANDING, GREAT AT MORRISON & FOERSTER IS RANKED AS ONE OF TEAMWORK AND VERY CREATIVE.” AMERICA’S BEST CORPORATE LAW FIRMS. – CLIENT QUOTE, CHAMBERS USA 2018 – CORPORATE BOARD MEMBER 2018 “…REALLY GREAT AT FOCUSING ON THE LONG-TERM MORRISON & FOERSTER IS RANKED AS A LEADING RELATIONSHIP. THEY FEEL LIKE A SMALL FIRM, BUT THEY HAVE REIT FIRM NATIONWIDE. ALL THE RESOURCES OF A MASSIVE INTERNATIONAL FIRM.” – CHAMBERS USA 2018 – CLIENT QUOTE, CHAMBERS USA 2018 EdR

Morrison & Foerster represented real estate investment trust EdR, one of the nation’s largest developers, owners, and managers of high-quality collegiate housing communities, in its $4.6 billion sale to a perpetual life vehicle led by an affiliate of Greystar Real Estate Partners. The transaction provided EdR shareholders with a beneficial result, expands Greystar’s student housing portfolio, and provides opportunities for its university partners to expand their on-campus housing.

“NOT ONLY WAS THE SALE BENEFICIAL TO EDR’S SHAREHOLDERS, BUT JOINING FORCES WITH GREYSTAR WILL ALSO BENEFIT OUR RESIDENTS, UNIVERSITY PARTNERS AND EMPLOYEES. THIS TRANSACTION GREATLY EXPANDS GREYSTAR’S U.S. STUDENT HOUSING PORTFOLIO AND OPENS UP EVEN MORE OPPORTUNITIES FOR OUR CURRENT AND FUTURE UNIVERSITY PARTNERS WHO ARE LOOKING AT EXPANDING THEIR ON-CAMPUS HOUSING THROUGH PUBLIC-PRIVATE PARTNERSHIPS (P3).”

Randy Churchey, CEO and Chairman of the Board of Directors, EdR

MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 14 EnerMech

Morrison & Foerster advised the sellers of EnerMech Group Limited, which included Lime Rock Partners, a private equity investment firm focused on the upstream oil and gas sector, and the EnerMech management team, on the sale of the company to global alternative asset manager The Carlyle Group. EnerMech is headquartered in Aberdeen, Scotland and employs a staff of 3,500 around the world. The company works on large-scale projects across the oil and gas, LNG, renewables, defense, power, infrastructure, and petrochemicals sectors. Carlyle International Energy Partners is a $2.5 billion fund that invests in the global oil and gas sector outside North America.

“WE ARE VERY PLEASED WITH THE STRONG SUPPORT WE HAVE ENJOYED FROM LIME ROCK OVER THE LAST DECADE IN BUILDING A THRIVING AND SUSTAINABLE BUSINESS…AND WITH THE BACKING OF CARLYLE GROUP, WHICH ENJOYS EXTENSIVE RELATIONSHIPS IN THE UPSTREAM AND DOWNSTREAM SECTORS, WE WILL BE FOCUSED ON DOUBLING THE SIZE OF THE BUSINESS IN THE NEXT FIVE YEARS.”

Doug Duguid, CEO, EnerMech

15 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW “[MORRISON & FOERSTER] IS VERY RESPONSIVE, HAS RANKED FOR CORPORATE & COMMERCIAL: BENCH DEPTH AND STRENGTH, DEEP SECTOR KNOWLEDGE M&A: UPPER MID-MARKET AND PREMIUM DEALS, AND A PRACTICAL AND COMMERCIAL APPROACH.” £250M+. – CLIENT QUOTE, LEGAL 500 UK 2019 – LEGAL 500 UK 2019 “TOP-NOTCH LAWYERS WHO ARE CLIENT- MORRISON & FOERSTER IS RANKED FOR FOCUSED AND BUSINESS SAVVY.” CORPORATE/M&A IN NORTHERN CALIFORNIA. – CLIENT QUOTE, CHAMBERS USA 2018 – CHAMBERS USA 2018 Gryphon

Morrison & Foerster advised Gryphon Investors, a -based private equity firm, in its acquisition of RegEd, Inc., the leading provider of compliance and regulatory management services for insurance companies, broker-dealers, banks, and other financial services companies. Founded in 2000, RegEd is the market-leading provider of RegTech enterprise solutions. The company provides SaaS-based enterprise solutions through a suite of over 25 separate software modules to more than 200 blue-chip customers, including 80% of the top 25 financial services firms.

“REGED IS A STRONG FIT WITH OUR ONGOING INITIATIVE FOCUSED ON INVESTING IN MARKET LEADING BUSINESSES WITHIN THE GOVERNANCE, RISK, AND COMPLIANCE SECTOR. JOHN SCHOBEL AND HIS MANAGEMENT TEAM HAVE BUILT A HIGH-QUALITY BUSINESS AND WE ARE EXCITED TO PARTNER WITH THEM TO SUPPORT THE COMPANY’S CONTINUED GROWTH BOTH ORGANICALLY AND THROUGH ACQUISITIONS.”

Alex Earls, Partner and Head of the Business Services Group, Gryphon Investors

MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 18 Renesas

Morrison & Foerster is representing Renesas Electronics Corporation, a global leader in microcontrollers, analog, power, SoC products, and integrated platforms, in its $6.7 billion acquisition of Integrated Device Technology, a major supplier of analog mixed-signal products including sensors, connectivity, and wireless power. This acquisition will combine the strengths of two global industry leaders in embedded solutions.

Renesas has been executing its growth strategy to thrive in the global marketplace and become a global leading embedded solution provider. As part of this initiative, Renesas is working to expand its analog solution lineup and to strengthen its kit solution offerings that combine its microcontrollers, system-on-chips, and analog products.

“THIS ACQUISITION WILL BRING US COMPLEMENTARY, MARKET-LEADING ANALOG MIXED-SIGNAL ASSETS AND AN INCREDIBLY TALENTED GROUP OF PROFESSIONALS TO HELP US BOOST OUR EMBEDDED SOLUTION CAPABILITIES. IDT’S PRODUCTS COMBINED WITH OUR MCUS, SOCS AND POWER MANAGEMENT ICS WILL ENABLE RENESAS TO WIDEN ITS PRODUCT OFFERINGS AS WELL AS TO EXPAND ITS REACH INTO AREAS SUCH AS THE GROWING DATA ECONOMY-RELATED SPACE.”

Bunsei Kure, Representative Director, President and CEO, Renesas

19 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW “THEY TAKE THE TIME TO UNDERSTAND OUR MORRISON & FOERSTER IS BAND 1 RANKED FOR OBJECTIVES AND PROTECT OUR INTERESTS.” CORPORATE/M&A IN THE ASIA-PACIFIC REGION. – CLIENT QUOTE, CHAMBERS ASIA PACIFIC 2018 – CHAMBERS GLOBAL 2018 “…GO-TO FOR M&A IN THE FEDERAL SECTOR; MORRISON & FOERSTER IS BAND 1 RANKED THEY ARE THE BEST IN THAT AREA.” FOR CORPORATE/M&A IN NORTHERN VIRGINIA. – CLIENT QUOTE, CHAMBERS USA 2018 – CHAMBERS USA 2018 SAIC

Morrison & Foerster represented Science Applications International Corp. (SAIC), a leading technology integrator supporting the government services market, in its acquisition of Engility Holdings in a stock-for-stock transaction initially valued at $2.5 billion. This transaction created the second-largest independent technology integrator in government services and accelerates SAIC’s growth strategy into key markets. It combined two leading government service providers, with highly complementary capabilities, customers, and cultures, and accelerates both companies’ long-term strategies, creating market sub-segment scale in strategic business areas of national interest such as defense, federal civilian agencies, intelligence, and space.

“THE HIGHLY COMPLEMENTARY PORTFOLIOS, COMBINED WITH OUR SIMILAR CULTURES, OPERATING MODELS, AND HISTORIES, MAKE THIS TRANSACTION A COMPELLING COMBINATION THAT ENHANCES THE VALUE PROPOSITION FOR OUR CUSTOMERS, EMPLOYEES, AND SHAREHOLDERS. WE LOOK FORWARD TO WELCOMING THE ENGILITY TEAM INTO SAIC, AS TOGETHER WE CREATE A MARKET LEADER IN GOVERNMENT SERVICES WITH MORE THAN 23,000 EMPLOYEES.”

Tony Moraco, CEO, SAIC

MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 22 SoftBank

Morrison & Foerster advised SoftBank in its $7.7 billion primary and secondary investments in Uber. This included the largest ever private secondary transaction in the technology sector and made SoftBank the largest stakeholder in the ride- services firm. We represented SoftBank in a number of other notable online-to-offline (O2O) commerce transactions in 2018, including its $4.6 billion follow-on investment in Xiaoju Kuaizhi Inc. (DiDi), China’s leading ride-hailing and mobile transportation platform; its $560 million investment in AUTO1 Group, Europe’s leading car-trading platform; its $535 million investment in DoorDash, an on-demand food delivery service; and its $300 million investment in Getaround, a peer-to-peer car-sharing service.

We also represented SoftBank in connection with investments totaling $6 billion into WeWork Companies Inc. (recently rebranded as The We Company), a company that develops and provides shared workspaces to small and large businesses, and in relation to its rights as an existing shareholder of WeWork China in connection with the acquisition by WeWork of nakedHub.

We also advised SoftBank on a number of other transactions, including its investments in Ele.me, Katerra, Airtel Africa, View, Opendoor, PT Tokopedia, OYO, and Cohesity.

“THIS IS A GREAT OUTCOME FOR OUR SHAREHOLDERS, EMPLOYEES AND CUSTOMERS, STRENGTHENING UBER’S GOVERNANCE AS WE DOUBLE DOWN ON OUR TECHNOLOGY INVESTMENTS AND CONTINUE TO BRING OUR SERVICES TO MORE PEOPLE IN MORE PLACES AROUND THE WORLD.”

Uber spokesman

23 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW “HIGH-QUALITY PRACTICE CAPABLE OF RANKED AS A TIER 1 CORPORATE LAW/M&A FIRM. HANDLING BOTH DOMESTIC AND CROSS-BORDER – U.S. NEWS – BEST LAWYERS® BEST LAW FIRMS TRANSACTIONS.” 2018 – CLIENT QUOTE, CHAMBERS USA 2018 “…EXTREMELY HELPFUL IN M&A… MORRISON & FOERSTER IS RANKED FOR M&A: EXCELLENT RESPONSE TIMES, U.S. LARGE DEALS ($1BN+). BUSINESS ACUMEN AND TEAM DEPTH.” – LEGAL500 2018 – CLIENT QUOTE, LEGAL 500 US 2018 Sprint

Morrison & Foerster is lead counsel to Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the landmark merger of Sprint and T-Mobile US, Inc. This transaction represents a total implied enterprise value of approximately $59 billion for Sprint and approximately $146 billion for the combined company. This was the largest telecommunications transation announced in 2018 and one of the largest telecommunications deals in history.

The combined company will be named T-Mobile and it will be a force for positive change in the U.S. wireless, video, and broadband industries. It will have the network capacity to rapidly create a nationwide 5G network with the breadth and depth needed to enable U.S. firms and entrepreneurs to continue to lead the world in the coming 5G era.

“BOTH SPRINT AND T-MOBILE HAVE SIMILAR DNA AND HAVE ELIMINATED CONFUSING RATE PLANS, CONVERGING INTO ONE RATE PLAN: UNLIMITED. WE INTEND TO BRING THIS SAME COMPETITIVE DISRUPTION AS WE LOOK TO BUILD THE WORLD’S BEST 5G NETWORK THAT WILL MAKE THE U.S. A HOTBED FOR INNOVATION AND WILL REDEFINE THE WAY CONSUMERS LIVE AND WORK ACROSS THE U.S.”

Statement from Marcelo Claure, Sprint’s former CEO, in Sprint’s April 29, 2018 press release

MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 26 ThreatMetrix

Morrison & Foerster advised ThreatMetrix, a leader in the global risk-based authentication sector, in its $817 million acquisition by RELX Group. ThreatMetrix’s technology analyzes connections among devices, locations, anonymized identity information, and threat intelligence, and combines this data with behavioral analytics to identify high-risk digital behavior and transactions in real time. It boasts one of the largest repositories of online digital identities in the world, encompassing 1.4 billion unique online identities from 4.5 billion devices in 185 countries.

“OVER THE PAST TEN YEARS THE THREATMETRIX TEAM HAS PIONEERED THE DIGITAL IDENTITY SPACE, AND BY COMBINING THE STRENGTH OF LEXISNEXIS RISK SOLUTIONS AND THREATMETRIX INTO A SINGLE BUSINESS, OUR CUSTOMERS, PARTNERS, AND EMPLOYEES WILL BENEFIT WITH A UNIQUE AND COMPELLING MARKET OPPORTUNITY.”

Reed Taussig, President and CEO, ThreatMetrix

27 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW “TERRIFIC FIRM…EXCELLENT CLIENT SERVICE.” MORRISON & FOERSTER IS RANKED AS A LEADING – CLIENT QUOTE, CHAMBERS USA 2018 FIRM IN THE UNITED STATES FOR M&A. – IFLR1000 2018 “THEY HAVE A DEEP UNDERSTANDING OF OUR COMPANY…THEY MORRISON & FOERSTER IS RANKED FOR KNOW OUR BUSINESS.” CORPORATE/M&A AND LIFE SCIENCES IN CHINA. – CLIENT QUOTE, CHAMBERS ASIA-PACIFIC 2019 – CHAMBERS ASIA PACIFIC 2018 Trusted Doctors

The firm advised Shanghai-based Trusted Doctors (Xingren) on its strategic merger with Tencent Doctorwork to create a larger private healthcare network in China that offers an ecosystem of both online and offline services that increases access to medical care. The newly formed venture, named Tencent Trusted Doctors, will have 33 clinics in eight cities in China.

“TENCENT TRUSTED DOCTORS WILL BE CENTERED ON ‘PEOPLE.’ THE ‘PEOPLE’ ARE THE PUBLIC, THE DOCTOR, AND THE WHOLE TEAM. THIS IS THE MEANING OF THE PLATFORM. WE ARE VERY APPRECIATIVE OF THE HIGHLY COMPETITIVE INDUSTRY PARTNERS WHO AIM TO IMPROVE MEDICAL CARE TOGETHER…TODAY, THE TWO SIDES CAN COME TOGETHER AND THE FUTURE IS FULL OF POSSIBILITIES.”

Martin Shen, Co-founder, Trusted Doctors

MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 30 VMware

Morrison & Foerster represented VMware, a leading innovator in enterprise software, in two acquisitions: its acquisition of CloudVelox, a designer of cloud automation and optimization software; and its acquisition of CloudCoreo, a next-generation cloud security service. As part of VMware, CloudVelox will integrate as part of VMware HCX and will enable a dynamic pool of resources and seamless workload mobility and CloudCoreo will support consistent operations across any cloud and provide customers with more choices without increasing complexity or risk.

The firm also represented VMware in its structuring and negotiations with Dell in connection with Dell’s recap transaction involving the exchange of Dell’s VMware tracking stock for Dell’s Class C common stock and cash. The majority of the funding for the cash portion of the exchange transaction consisted of proceeds from VMware’s $11 billion pro rata special dividend to all holders of VMware common stock.

“WE LOOK FORWARD TO WELCOMING THE TEAM FROM CLOUDVELOX TO VMWARE AND WORKING WITH THEM TO DELIVER NEW AND ENHANCED VMWARE HCX FEATURES FOR APP MOBILITY AND INFRASTRUCTURE HYBRIDITY ACROSS CLOUDS UPON CLOSING OF THE TRANSACTION.”

Allwyn Sequeira, SVP & GM, Hybrid Cloud Services BU, VMware

31 MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW “…A WIDE RANGE OF EXPERIENCES IN M&A…KNOWS MORRISON & FOERSTER IS RANKED FOR HOW TO WEAR A BUSINESS HAT AND A LEGAL HAT.” CORPORATE/M&A IN THE UNITED STATES. – CLIENT QUOTE, LEGAL 500 US 2018 – CHAMBERS GLOBAL 2018 “LAWYERS PROVIDE VERY DEEP HIGHLY REGARDED IN CORPORATE/M&A KNOWLEDGE OF THEIR SUBJECT MATTER.” IN NEW YORK. – CLIENT QUOTE, LEGAL 500 US 2018 – CHAMBERS USA 2018 Vonage

Morrison & Foerster represented Vonage Holdings Corp., a leading cloud communications provider, in its acquisition of privately held NewVoiceMedia, an industry- leading cloud Contact Center-as-a-Service (CCaaS) provider. With the addition of NewVoiceMedia, Vonage will scale in the high-growth cloud contact center market.

The firm also represented Vonage in its acquisition of Telefónica Digital Inc. and its subsidiaries, TokBox Inc. and TokBox Australia Pty Ltd., from Telefónica Digital Ltd., a subsidiary of Telefónica S.A. This acquisition accelerates Vonage’s platform strategy, expands Vonage’s total addressable market, and provides high- quality video communications.

“WE ARE THRILLED TO ANNOUNCE THE ACQUISITION OF NEWVOICEMEDIA, WHICH REPRESENTS A MAJOR STEP FORWARD IN THE REALIZATION OF OUR STRATEGIC VISION TO DELIVER A DIFFERENTIATED, FULLY-PROGRAMMABLE COMMUNICATIONS SOLUTION THAT DRIVES MORE MEANINGFUL CUSTOMER INTERACTIONS AND BETTER OUTCOMES FOR BUSINESSES.”

Alan Masarek, CEO, Vonage

MORRISON & FOERSTER 2018 M&A ANNUAL REVIEW 34 2018 REPRESENTATIVE DEALS 35 MORRISON &FOERSTER2018 M&A ANNUAL REVIEW to theMarketingandSaleof TVS Controlling ShareholderofSprint Sale ofCertain Assets Relating Counsel toONSemiconductor Merger ofSprintand T-Mobile Terms NotDisclosed Terms NotDisclosed Terms NotDisclosed Sale to AgilentTechnologiesSale Acquisition of a 33% Equity Acquisition ofa33%Equity Independent Committee of Independent Committeeof Elvaston Capital PartnersElvaston Capital Products to TSCAmerica Products Interest in Ant Financial $1.37 Billion $250 Million Alibaba GroupHolding Investment inKaterra Counsel toSoftBank Sprint andSoftBank, $59 Billion ACEA Biosciences Acquisition of the Acquisition ofthe Lead Counsel to Lead Counselto Infoniqa Group Counsel to the Counsel tothe Counsel to Counsel to Counsel to

Terms NotDisclosed Terms NotDisclosed Terms NotDisclosed Almonk InvestmentsLtd. and Almonk Investments Ltd. Counsel to Qatalyst Partners,Counsel toQatalyst Counsel toEzillFinancial Inc. Backed by Alpine Investors Evergreen Services Group,Evergreen Services Investment in AirtelAfrica Investment Acquisition ofExecutech Acquisition ofCAInc. by $1.25 Billion $225 Million $18.9 Billion Financial Advisor toCA Potenza Therapeutics Ezill FinancialInc. Counsel toSoftBank Counsel toOptoflux Counsel to Astellas Counsel HPOI Corporation Sale of Shares of Sale ofShares Broadcom Inc. Acquisition of Acquisition of Acquisition of HelloFresh SE Counsel to Counsel to

Sinar MasGrouptoDevelopand Sage Sage Automotive Interiorsfrom Counsel to Janney Montgomery Counsel toJanneyMontgomery Terms NotDisclosed Terms NotDisclosed Distribute ConsumerLending Special Committeeof Ashford Scott, Financial Advisor tothe Terms NotDisclosed Dell’s VMwareTrackingStock Remington Holdings’ Project Remington Holdings’Project Joint Venture, Finmas, with Warehouse LoanPortfolio of Acquisition of the Mortgage Acquisition oftheMortgage Backed by Alpine Investors Evergreen Services Group,Evergreen Services Involving the Exchange of Involving theExchangeof Counsel to Flagstar Bank Counsel toFlagstar Clearlake Capital Group Clearlake Capital Dell’s TransactionRecap Acquisition ofIntegritek Ashford’s of Acquisition Counsel to Asahi Kasei Management Business Management $1.06 Billion $203 Million Services inIndonesia Services $11 Billion Counsel toOriente Counsel to VMware Counsel Santander Bank Acquisition of Counsel to Counsel to Terms NotDisclosed Terms NotDisclosed Terms NotDisclosed Counsel toOtsukaHoldings Investment inPT Tokopedia Huntington IngallsIndustries Backed by Alpine Investors Evergreen Services Group,Evergreen Services $172.5 Million Acquisition of Integrated Acquisition ofIntegrated Acquisition ofInterlaced Investment inCohesity Counsel toSoftBank $1.1 Billion $6.7 Billion Counsel toSoftBank Counsel toRenesas Device Technology ReCor Medical Acquisition of Counsel toG2 Acquisition by Acquisition by Counsel to Counsel to Counsel to Paragon Legal Group Counsel toParagon LegalGroup Terms NotDisclosed Terms NotDisclosed Terms NotDisclosed Backed by Alpine Investors and ItsSellingShareholder Evergreen Services Group,Evergreen Services $137.5 Million Websoft HoldingsLimited Acquisition ofEdmodo Counsel toNetDragon Calyx Capital PartnersCalyx Capital Merger withCloudera Counsel toSoftBank Acquisition ofRegEd JENLOR Integrations $1.1 Billion $5.2 Billion Investment in View Investment Sale of Paragon to Sale ofParagon to Gryphon Investors Gryphon Co-Counsel to Acquisition of Acquisition of Hortonworks Counsel to Counsel to Counsel to $4.6 Billion $4.6 Billion $4 Billion $3 Billion $2.5 Billion Tender Offer for Shares of Sale to Greystar Investment in Yahoo! Japan Held by Altaba and Acquisition of Student Housing Growth and Investment in Ele.me Xiaoju Kuaizhi (Didi) Self-Tender Offer by Yahoo! Japan Engility Holdings Income Fund, LP Counsel to SoftBank Counsel to SoftBank for Its Shares Held by SoftBank Counsel to SAIC Counsel to EdR Counsel to SoftBank

$903 Million $700 Million $817 Million $700 Million $560 Million Merger Between Community Sale of Portfolio of Japanese Bank and Citizens Business Bank Sale of Nutranext Holdings to Solar Assets to a Consortium of Sale to RELX Group Investment in AUTO1 Counsel to CVB Financial, The Clorox Company Japanese Institutional Investors Counsel to ThreatMetrix Counsel to SoftBank Holding Company to Counsel to WM Partners Counsel to X-Elio Citizens Business Bank

$130 Million $125 Million $105 Million $100 Million $90 Million Investment in Sale to Hologic, Inc. Acquisition of Lattner Guzman Energy Group Investment in Rappi Acquisition by bioMérieux Counsel to Entertainment Group Illinois Counsel to Counsel to Delivery Hero Counsel to Astute Medical Focal Therapeutics Counsel to Boyd Gaming Vision Ridge Partners

Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Acquisition of NetGain Technologies Acquisition by GI Partners Acquisition of Notch Acquisition of EFFILUX SAS and Joint Venture with Counsel to Counsel to Counsel to Capital One Its Subsidiary EFFILUX GmbH Grab Taxi Evergreen Services Group, California Cryobank Financial Corporation Counsel to CCS Inc. Counsel to Chubb Backed by Alpine Investors

Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed

Sale of Halex Group to Sale of a Minority Interest in Acquisition of Feldmuehle Acquisition of Secure Thingz Bencis Capital Partners Sale to TransUnion Cricket Valley Energy Partners Uetersen GmbH Counsel to Counsel to Counsel to iovation to Development Bank of Japan Counsel to IAR Systems Group H2 Equity Partners Counsel to JERA Kairos Investment AG

Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed

Merger of Windtree Therapeutics Acquisition of Sale of 100% of Grab’s Acquisition of Uber’s Acquisition of 15% Stake in and CVie Investment naked Hub by WeWork Popchips, Ltd. to KP Snacks Southeast Asia Operations Sweet Green Fields Counsel to Stifel Nicolaus, Counsel to SoftBank and Counsel to Popchips, Inc. Counsel to SoftBank Counsel to Tate & Lyle PLC Financial Advisor to Windtree SoftBank Vision Fund $2.3 Billion $2 Billion $1.6 Billion $1.5 Billion $1.4 Billion Joint Venture with Merger of Contura Energy with Merger with Sekisui House Reit Brookfield Asset Management Alpha Natural Resources Acquisition of Akij Group’s Counsel to Sekisui House Acquisition of Cylance to Build a Platform for Counsel to Ducera Partners, Tobacco Business in Bangladesh Residential Investment Counsel to BlackBerry Distributed Solar Energy Financial Advisor to Counsel to JT Group Corporation Counsel to GLP Contura Energy

$425 Million $400 Million $364 Million $350 Million $275 Million Sale of Its Radio Frequency Power Business Division to Sale to DDJ Capital Management Acquisition of Acquisition of Investment in Opendoor Cree Inc. Counsel to NewVoiceMedia BuildingConnected Counsel to SoftBank Counsel to Infineon Real Alloy Holdings Counsel to Vonage Counsel to Autodesk Technologies AG

$66 Million $35 Million $30 Million $20 Million $15.5 Million Sale of 60% of Its Joint Venture with Acquisition of the Assets of Acquisition of Equity Interest in Investment in Heed, LLC Toyota Motor to Form Cord Blood America Telefónica Digital BestReviews LLC to tronc, Inc. Counsel to SoftBank MONET Technologies Counsel to Counsel to Vonage Counsel to BestReviews Inc. Counsel to SoftBank California Cryobank

Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed

Sale of EnerMech to Acquisition of Acquisition of Horizon Eye Acquisition of Remira GmbH Sale to Infogix The Carlyle Group Nashville Anesthesia Specialists & LASIK Center Counsel to Counsel to Datum LLC Counsel to Sellers, Including Counsel to Counsel to Elvaston Capital Partners Lime Rock Partners Envision Healthcare Envision Healthcare

Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Joint Venture with Acquisition of the Acquisition of Acquisition of Sale of CASAMUNDO GmbH to Japan Cloud Computing to Remaining Shares of SensL Technologies Ltd. Perconex GmbH HomeToGo Provide New Relic’s Cloud RagingWire Data Centers Counsel to Counsel to Kieger AG Counsel to @Leisure Group Services in Japan Counsel to NTT Communications ON Semiconductor Counsel to New Relic and NTT America

Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed Terms Not Disclosed

Merger with Tencent Doctorwork Sale to Arm Holding US to Form Tencent Trusted Doctors Acquisition of CloudCoreo Acquisition of CloudVelox Acquisition by Google Counsel to Treasure Data Counsel to Xingren Counsel to VMware Counsel to VMware Counsel to Workbench (Trusted Doctors) © 2019 Morrison & Foerster LLP © 2019 Morrison & Foerster LLP