M+A 2017 Annual Review 2017 3 5 IN REVIEW Axalta Daiwa 7 9 11 GLP McAfee Mobileye 13 15 17 Rao’s SoftBank Starwood Energy 19 21 23 Syneron Toshiba Representative Deals WELCOME TO OUR 2017 M+A ANNUAL REVIEW To our clients and friends: The uncertain geopolitical, regulatory and economic climate of 2017 made for an unpredictable global M&A market. But the structural demand for consolidation in several key industries and for growth across the board, coupled with a buoyant stock market, strong corporate earnings and other macroeconomic tailwinds in most of the key financial markets, resulted in strong deal flow in the U.S. and around the globe. As we open the new year with momentum, we are optimistic about 2018. Technology M&A continues to be a mainstay of our global M&A practice. The trend toward global consolidation through cross-border M&A plays to our strengths, and leading companies and private equity funds from around the world continue to look to Morrison & Foerster to advise them on their most significant and complex transactions. Our market position is particularly strong in semiconductors, where we handled both Toshiba’s $18 billion sale of its wholly-owned subsidiary Toshiba Memory Corporation to a consortium led by Bain Capital, which is the largest private equity deal ever in Asia, and Mobileye’s $15.3 billion acquisition by Intel, which is the largest ever tech M&A transaction involving an Israeli company. The firm’s longtime client SoftBank also had a very active year, keeping us busy across our global M&A network with multiple, billion dollar acquisitions and investments in a range of emerging technologies. In 2017 we saw significant activity in healthcare and life sciences, energy, financial services, food and beverage and other key sectors, with clients ranging from Axalta Coating Systems to Boyd Gaming to Rao’s Specialty Foods to Hitachi. Our growing energy M&A and Private Equity practice enjoyed another strong year, with multiple transactions for Axium Infrastructure, UBS Infrastructure and D.E. Shaw, among others. 1 MORRISON & FOERSTER Our clients faced new challenges from the growing threat of data breaches and other cybersecurity risks. No firm is better equipped to handle these challenges. As privacy and cybersecurity become a regular part of due diligence and risk management, we are partnering with clients to help them understand and mitigate these risks in the context of contemplated acquisitions. We also continue to be a leader in helping our clients understand and manage the increasingly challenging CFIUS review process, the uncertainties presented by Brexit, the dramatic changes in the U.S. tax regime, the changing landscape of deal-related litigation and the now-pervasive impact of shareholder activism. We are proud of our work this past year for our innovative, market-leading clients. We hope you will take a few minutes to scan the following pages, which highlight just a few of the many transactions we were honored to have worked on in 2017. We thank our clients and friends for entrusting us with your work, and we look forward to our continued partnership in 2018. MORRISON & FOERSTER LLP 161 $113 BILLION 72 M&A TRANSACTIONS APPROXIMATE TOTAL VALUE NEW CORPORATE ATTORNEYS GLOBALLY 17 82 18 TRANSACTIONS OVER CROSS-BORDER DEALS INDUSTRIES $1 BILLION IN VALUE 2017 M+A ANNUAL REVIEW 2 Axalta Morrison & Foerster represented Axalta Coating Systems in its acquisition of Valspar’s North American Industrial Wood Coatings business from Valspar Corporation and The Sherwin-Williams Company. Axalta is a leading global supplier of liquid and powder coatings headquartered in Philadelphia, Pennsylvania. It develops and manufactures coatings for light and commercial vehicles, industrial, and refinish applications. Valspar’s North American Industrial Wood Coatings business is one of the leading providers of coatings for Original Equipment Manufacturer (OEM) and aftermarket industrial wood markets, including building products, cabinets, flooring, and furniture in North America. We also represented Axalta in its acquisition of Ellis Paint Company, a prominent manufacturer of industrial and automotive refinish paint in North America; its acquisition of Spencer Coatings Group, a leading manufacturer of high-performance industrial coatings for heavy-duty equipment, general industrial, oil and gas, and glass coatings segments; and its proposed mergers with Akzo Nobel N.V. and Nippon Paint Holdings, Co., Ltd. 3 MORRISON & FOERSTER They make sure that they understand the exact nature of our challenges before coming up with practical and legally compliant recommendations. – Client Quote, Chambers USA 2017 THIS IS AN OUTSTANDING OPPORTUNITY FOR AXALTA TO ENTER THE LARGE INDUSTRIAL WOOD COATINGS MARKET WITH AN INDUSTRY-LEADING PORTFOLIO OF PRODUCTS AND CUSTOMERS. THE STRONG REPUTATION ENJOYED BY THESE BRANDS AMONG A LONG-TERM CUSTOMER BASE WILL PROVIDE AN EXCELLENT PLATFORM FOR FUTURE GROWTH IN THIS IMPORTANT MARKET. THIS ACQUISITION CONTINUES TO BUILD ON OUR STRATEGY TO STRENGTHEN AND FURTHER DIVERSIFY OUR PERFORMANCE COATINGS SEGMENT. Charlie Shaver, Chairman and CEO of Axalta 2017 M+A ANNUAL REVIEW 4 Daiwa Morrison & Foerster represented Daiwa Securities Group, Inc. in its acquisition of both Sagent Advisors and Signal Hill Holdings LLC. These strategic acquisitions strengthen Daiwa’s global advisory business by combining both operations to form a new North America-focused M&A advisory firm to be called “DCS Advisory,” which would be the result of the anticipated post-closing integration and combination of Sagent and Signal Hill. Daiwa is a premier global financial services company based in Japan. EXPANDING OUR COMPANY’S M&A ADVISORY BUSINESS CONTINUES TO BE CORE TO OUR STRATEGIC GROWTH. CROSS-BORDER M&A INVOLVING JAPANESE CORPORATES HAS GROWN SIGNIFICANTLY OVER THE PAST 10 YEARS AND WE BELIEVE THAT THIS TRANSACTION IS AN EXCELLENT OPPORTUNITY TO BOLSTER OUR GLOBAL ADVISORY CAPABILITIES WITH TWO STRONG AND DISTINGUISHED NORTH AMERICAN INVESTMENT BANKS. Seiji Nakata, President and CEO of Daiwa Securities Group 5 MORRISON & FOERSTER Quite a few international firms are good . however, the efficiency of MoFo is more impressive. – Client Quote, Chambers Asia-Pacific 2017 2017 M+A ANNUAL REVIEW 6 GLP Morrison & Foerster represented Singapore Exchange-listed GLP Pte Ltd. in the privatization of GLP by way of a scheme of arrangement, pursuant to which Nesta Investment Holdings Limited acquired all of the issued and paid-up ordinary shares in the capital of GLP. The transaction values the company at approximately $11.64 billion. The deal has been reported to be the largest private equity buyout of an Asian company by enterprise value. AFTER AN EXTENSIVE EVALUATION OF ALL FINAL PROPOSALS RECEIVED, THE SPECIAL COMMITTEE DECIDED ON TH[IS] SCHEME, WHICH WE BELIEVE IS COMPELLING AND VALUE-ENHANCING FOR ALL SHAREHOLDERS. Seek Ngee Huat, Chairman of GLP’s Board 7 MORRISON & FOERSTER Significant M&A clientele, including corporate heavyweights across Asia. – Chambers Asia-Pacific 2017 2017 M+A ANNUAL REVIEW 8 McAfee Morrison & Foerster represented McAfee in its acquisition of Campbell, California-based Skyhigh Networks, Inc. Skyhigh is the worldwide leader in the cloud access security broker (CASB) market segment. With the addition of Skyhigh, McAfee cloud security solutions now provide visibility, advanced threat prevention, and data protection controls across all clouds to secure network traffic, workloads, and data. 9 MORRISON & FOERSTER Morrison & Foerster is a strong corporate law firm, with top-notch support in M&A and technology transactions generally. The advice their lawyers give is practical and actionable. – Chambers USA 2017 SKYHIGH NETWORKS HAD THE FORESIGHT FIVE YEARS AGO TO REALIZE THAT CYBERSECURITY FOR CLOUD ENVIRONMENTS COULD NOT BE AN IMPEDIMENT TO, OR AFTERTHOUGHT OF, CLOUD ADOPTION… SKYHIGH’S LEADERSHIP IN CLOUD SECURITY, COMBINED WITH MCAFEE’S SECURITY PORTFOLIO STRENGTH, WILL SET THE COMPANY APART IN HELPING ORGANIZATIONS OPERATE FREELY AND SECURELY TO REACH THEIR FULL POTENTIAL. Chris Young, CEO of McAfee 2017 M+A ANNUAL REVIEW 10 Mobileye Morrison & Foerster represented Mobileye N.V., a public limited liability company organized under Dutch law and headquartered in Israel, in its $15.3 billion acquisition by Intel Corporation. Mobileye is the global leader in developing computer vision and machine learning–based sensing, mapping and driving policy technology for advanced driver assistance systems and autonomous driving technologies. At the time of the acquisition, Mobileye was a “foreign private issuer” with shares listed on the New York Stock Exchange. Morrison & Foerster represented Mobileye since its days as a private company, through its institutional private placements, its IPO and follow-on offering, and most recently in its sale. This was the largest-ever tech M&A transaction involving an Israeli company. The transaction was recognized as “highly commended” in the Enabling Business Growth category at the 2017 Financial Times’ North America Innovative Lawyers awards. 11 MORRISON & FOERSTER MoFo is clearly a leading firm for international M&A transactions. – Chambers Global 2017 THE CHIP MAKER’S ACQUISITION OF MOBILEYE . IS ONE OF THE LARGEST IN THE FAST-GROWING SECTOR AND SETS THE STAGE FOR INCREASING COMPETITION BETWEEN SILICON VALLEY GIANTS AS WELL AS TRADITIONAL AUTOMAKERS OVER WHO WILL DOMINATE THE WORLD OF AUTONOMOUS CARS. The New York Times, March 13, 2017 2017 M+A ANNUAL REVIEW 12 Rao’s Morrison & Foerster