PDF《JULY 2018》

Review of Shareholder Activism - 1H

2018 L A Z A R D ' S S H A R E H O L D E R A D V I S O RY G R O U P J U L Y

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1 8 Lazard has prepared the information herein based upon publicly available information and for general informational purposes only.

The information is not intended to be, and should not be construed as, financial, legal or other advice, and Lazard shall have no duties or obligations to you in respect of the information. R E V I E W O F S H A R E H O L D E R A C T I V I S M -

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1 8 ? New campaigns initiated and capital deployed by activists reached record levels in 1H

2018 ? 1Q

2018 and 2Q

2018 were the two most active quarters ever, resulting in a record

145 new campaigns launched against

136 companies in 1H

2018 ? Elliott's

17 new campaigns in 1H

2018 C nearly three times the level of the next most prolific activist C accounted for ~12% of all activity ? An all-time high ~$40.1bn of capital was deployed by activists in new campaigns in 1H 2018, representing a ~6% increase over the same period last year ? The broadening use of activism as a tactic continued, with

104 investors (including

20 "first timers") launching new campaigns in 1H

2018 ? Activists won more Board seats in 1H

2018 than they did in all of

2017 and are on pace to significantly surpass 2016's record level by year end ? The

119 Board seats won by activists in 1H

2018 represent a ~75% increase over the same period last year ? Starboard, Elliott, and Icahn alone accounted for ~45% of all Board seats won in 1H

2018 ? In line with recent trends, ~85% of Board seats won by activists came via settlement, suggesting a strong aversion to proxy fights ? Activists pursued "long-slate" nominations C seeking to replace at least 50% of the Board C in one third of all Board representation campaigns in 1H

2018 ? The activist toolkit for affecting Board composition in 1H

2018 also included running withhold campaigns and challenging nomination deadlines ? Aside from seeking Board change, M&A objectives C whether catalyzing a sale, opposing the terms of an existing deal or pushing for a break-up C were the most common in 1H

2018 ? An M&A-related thesis arose in ~34% of campaigns launched in 1H 2018, on par with

2017 levels ? Global targets remained in the activist crosshairs in 1H 2018, with high-profile instances of US-style activism occurring in both Europe and Asia ? European targets accounted for nearly one-quarter of all activist capital deployed and campaigns launched in 1H

2018 ? Elliott's

10 campaigns launched against European targets alone accounted for ~30% of all campaigns in Europe ? UK companies remained by far the most targeted, representing ~55% of all activity in Europe ? Notable activity by US activists in South Korea (Hyundai Motors), Japan (Olympus) and India (Fortis Healthcare) confirms activism's global reach

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3 ・ Source: Activist Insight, FactSet and public filings as of 06/30/2018. Note: All data is for campaigns conducted globally at companies with market capitalizations greater than $500 million at time of campaign announcement. Key Observations on the Activist Environment in 1H

2018 4

1 $10.8 $7.2 $5.5 $5.3 $3.3 $3.2 $1.6 $1.3 $1.1 $0.6 Technology Industrials Fin Inst. Consumer Power & Energy Media Healthcare Telecom Real Estate Retail $14.9 $13.9 $17.5 $11.0 $6.6 $6.6 $11.8 $6.0 $16.9 $21.0 $16.5 $7.7 $24.8 $15.3 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q

62 38

51 32

67 37

46 43

73 72 1Q

2016 2Q

2016 3Q