Notable Mergers and Acquisitions 9/6: (ENB/(SE) (ARMH) (EOG) (CPHD/(DHR) (GE) (MON)
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Under the terms of the Transaction, Spectra Energy shareholders will receive 0.984 shares of the combined company for each share of Spectra Energy common stock they own. The consideration to be received by Spectra Energy shareholders is valued at US$40.33 per Spectra Energy share, based on the closing price of Enbridge common shares on September 2, 2016, representing an approximate 11.5 percent premium to the closing price of Spectra Energy common stock on September 2, 2016. Upon completion of the Transaction, Enbridge shareholders are expected to own approximately 57 percent of the combined company and Spectra Energy shareholders are expected to own approximately 43 percent. The combined company will be called Enbridge Inc.
This combination brings together two highly complementary platforms to create North America's largest energy infrastructure company and meaningfully enhances customer optionality. With an asset base that includes a diverse set of best-in-class assets comprised of crude oil, liquids and natural gas pipelines, terminal and midstream operations, a regulated utility portfolio and renewable power generation, the combined company will be positioned to provide integrated services and first and last mile connectivity to key supply basins and demand markets. On a combined basis for the 12 months ended June 30, 2016, the company would have generated combined revenues in excess of C$40 billion (US$31 billion) and combined Earnings before Interest and Taxes (EBIT) of C$5.8 billion (US$4.4 billion), and will have the scale, balance sheet strength, financial flexibility and free cash flow to comfortably fund future growth.
"Over the last two years, we've been focused on identifying opportunities that would extend and diversify our asset base and sources of growth beyond 2019," said Al Monaco, President and Chief Executive Officer, Enbridge Inc. "We are accomplishing that goal by combining with the premier natural gas infrastructure company to create a true North American and global energy infrastructure leader. This Transaction is transformational for both companies and results in unmatched scale, diversity and financial flexibility with multiple platforms for organic growth."
Greg Ebel, President and Chief Executive Officer of Spectra Energy, who will become chairman of Enbridge following the closing of the Transaction, said, "The combination of Enbridge and Spectra Energy creates what we believe will be the best, most diversified energy infrastructure company in North America, if not the world. This is an incredible opportunity for both companies and we at Spectra Energy could not be more excited about what it means going forward. Together, the merged company will have what we believe is the finest platform for serving customers in every region of North America and providing investors with the opportunity for superior shareholder returns."
Mr. Monaco added, "Bringing Enbridge and Spectra Energy together makes strong strategic and financial sense, and the all-stock nature of the Transaction provides shareholders of both companies with the opportunity to participate in the significant upside potential of the combined company. With combined secured projects in execution of C$26 billion (US$20 billion) and another C$48 billion (US$37 billion) of projects under development, the Transaction allows us to extend our anticipated 10-12 percent annual dividend growth through 2024. We believe our combination of best-in-class assets, superior growth and strong commercial underpinning of our business will be unrivaled in our sector. Importantly, we will preserve and enhance our shareholder value proposition, which centers on delivering consistent growth with a low-risk business model.
"This is also a combination of two companies, management and staff that have a shared vision and talented teams that are dedicated to serving customers and providing the energy that people want and need, safely and reliably every day. We look forward to welcoming Spectra Energy employees to Enbridge as we move forward as one company. In building on our existing strengths by joining with Spectra Energy, Enbridge will be very well positioned for future growth and continued value creation."
Mr. Ebel added, "The strength of the combined company will support a large capital program to fund the continued development of Spectra Energy's existing, preeminent project inventory in addition to allowing the combined company to compete for and win the most attractive new growth projects - all while maintaining expected strong dividend growth with exceptional coverage. The transaction premium recognizes the strength of Spectra Energy's world-class natural gas pipeline system and significant expansion program, while providing shareholders the opportunity to participate in the unparalleled value creation potential of the combined company. While our assets are largely complementary, our values are shared, and together we will create a best-in-class company for shareholders, employees, customers, and communities alike."
Compelling Value Proposition
-- Six leading strategic growth platforms: The combined company brings together many of the highest quality energy infrastructure assets in North America: liquids and gas pipelines; US and Canadian midstream businesses; a top tier regulated utility portfolio; and a growing renewable power generation business. A map of the assets of the combined entity is available at www.enbridge.com and www.spectraenergy.com. -- Secure, low-risk commercial structure with stable long-term cash flow visibility: 96 percent of pro-forma free cash flow is underpinned by long-term commercial agreements (cost-of-service, take-or-pay, of fixed fee); 93 percent of customers are strong, investment grade or equivalent counterparties; less than 5 percent of combined pro-forma cash flow will have direct exposure to commodity price risk. -- Largest and most secure program of diversified organic growth projects in the industry: Together, Enbridge and Spectra Energy bring C$26 billion (US$20 billion) in secured capital and a C$48 billion (US$37 billion) inventory of probability weighted projects in development. -- Strong balance sheet, growing cash flow and access to capital markets to fund large capital program: The combination is expected to result in sufficient internally generated cash flow to fund growth and improve balance sheet strength. Enbridge will have multiple, cost-effective funding sources and be even more competitive in capturing opportunities. -- Attractive dividend yield with visible organic dividend growth: The combined company's C$74 billion (US$57 billion) organic growth platform is expected to support a highly visible dividend growth rate of 10-12 percent through 2024, including an anticipated aggregate increase of 15 percent in 2017 post closing, while maintaining a conservative payout of 50-60 percent of available cash flow from operations (ACFFO). This provides an industry leading total return driven by a strong, low-risk dividend yield. -- Achievable cost synergies: The combination is expected to achieve annual run-rate synergies of C$540 million (US$415 million), the majority of which should be achieved in the latter part of 2018. In addition, approximately C$260 million (US$200 million) of tax savings can be achieved through utilization of tax losses commencing in 2019. -- Complementary businesses, shared culture and values support smooth integration: Enbridge and Spectra Energy have similar business and operational models, talented teams, common cultures and values, including shared commitment to safety, stewardship of the environment, meaningful stakeholder engagement and investing in communities.
Leadership, Governance and Structure
Upon closing of the Transaction, Al Monaco will continue to serve as President and Chief Executive Officer of the combined company. Greg Ebel will serve as non-executive Chairman of Enbridge's Board of Directors.
Enbridge's Board of Directors is expected to have a total of 13 directors consisting of 8 members designated by Enbridge, including Mr. Monaco, and 5 members designated by Spectra Energy, including Mr. Ebel.
The senior management team of the combined entity will be communicated in due course. On closing, the following appointments will take effect:
Guy Jarvis, President, Liquids Pipelines & Major Projects
Bill Yardley, President, Gas Transmission & Midstream
John Whelen, Executive Vice President & Chief Financial Officer
The headquarters of the combined company will be in Calgary, Alberta. Houston, Texas will be the combined company's gas pipelines business unit center; Edmonton, Alberta will remain the business unit center for liquids pipelines, with gas distribution continuing to be based in Ontario.
Enbridge and Spectra Energy will immediately establish an integration planning team composed of leaders from both management teams to prepare for and oversee the effective and timely integration of the businesses. The approach to integration planning will be collaborative, drawing on strong participation from both companies, and ensuring continuity for customers and other stakeholders.
On closing the Enbridge common shares to be issued in connection with the Transaction will be listed on the TSX and NYSE. Spectra Energy common stock will be delisted from the NYSE.
Enbridge expects the Transaction to be neutral to its 12 percent to 14 percent secured ACFFO per share CAGR guidance through the 2014-2019 time period, and strongly additive to its growth beyond that timeframe. Enbridge is committed to maintaining the financial strength of the combined company. The funding program is designed to ensure strengthening of the balance sheet with the objective of maintaining strong investment grade credit ratings. Enbridge expects it will divest of approximately $2 billion of non-core assets over the next 12 months to provide additional financial flexibility.
At closing, Enbridge Energy Partners, LP and Spectra Energy Partners, LP are expected to continue to be publicly traded partnerships headquartered in Houston, Texas. Enbridge Income Fund Holdings will remain a publicly traded corporation headquartered in Calgary, Alberta.
Timing and Approvals
The Transaction is expected to close in the first quarter of 2017 subject to the receipt of both companies' shareholder approvals, along with certain regulatory and government approvals, including compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval under Canada Competition Act, and the satisfaction of other customary closing conditions.
Credit Suisse Securities (Canada), Inc. acted as Lead Financial Advisor and delivered an opinion to Enbridge's Board of Directors. RBC Capital Markets also acted as financial advisor to Enbridge and delivered an opinion to Enbridge's Board of Directors. Sullivan & Cromwell LLP and McCarthy Tetrault LLP were legal advisors to Enbridge.
BMO Capital Markets and Citi acted as Joint Lead Financial Advisors to Spectra Energy's Board of Directors. Wachtell, Lipton, Rosen & Katz and Goodmans LLP acted as legal advisors to Spectra Energy and Skadden, Arps, Slate, Meagher & Flom LLP acted as tax counsel.
*** EOG Resources, Inc. (NYSE: EOG) and Yates Petroleum Corporation announced definitive agreements under which EOG has agreed to combine with Yates Petroleum Corporation, Abo Petroleum Corporation, MYCO Industries, Inc. and certain other entities (collectively, Yates). Under the terms of this private, negotiated transaction, EOG will issue 26.06 million shares of common stock valued at $2.3 billion and pay $37 million in cash, subject to certain closing adjustments and lock-up provisions. EOG will assume and repay at closing $245 million of Yates debt offset by $131 million of anticipated cash from Yates, subject also to certain closing adjustments.
"This transaction combines the companies' existing large, premier, stacked-pay acreage positions in the heart of the Delaware and Powder River basins, paving the way for years of high-return drilling and production growth," said William R. "Bill" Thomas, Chairman and Chief Executive Officer of EOG. "We are excited by this unique opportunity to advance EOG's strategy of generating high-return growth by developing premium wells at low costs that enhance long-term shareholder value.
"Additionally we are thrilled to welcome Yates' 300 employees to the EOG family and look forward to continuing the important presence Yates has established in the community of Artesia, N.M."
Yates is a privately held, independent crude oil and natural gas company with 1.6 million net acres across the western United States. Since 1924, when it drilled the first commercial oil well on New Mexico state trust lands, Yates has amassed a rich acreage position across the western United States. Highlights of Yates' assets are summarized below:
- Production of 29,600 barrels of crude oil equivalent per day, net, with 48 percent crude oil
- Proved developed reserves of 44 million barrels of oil equivalent, net
- Delaware Basin position of 186,000 net acres
- Northwest Shelf position of 138,000 net acres
- Powder River Basin position of 200,000 net acres
- Additional 1.1 million net acres in New Mexico, Wyoming, Colorado, Montana, North Dakota and Utah.
EOG is the largest oil producer in the Lower 48, with average net daily production of 551 thousand barrels of crude oil equivalent and a reputation for technological leadership in the development of unconventional resource plays.
"EOG is our partner of choice as we look to extend Yates' 93-year legacy," said John A. Yates Sr., Chairman Emeritus of Yates Petroleum Corporation and son of founder Martin Yates Jr. "As we enter a new era of unconventional resource development, we are excited to join forces with another pioneering company like EOG."
Douglas E. Brooks, Chief Executive Officer of Yates Petroleum Corporation, added, "This is a tremendous opportunity to combine EOG's strong technical competencies with the enormous resource potential of the Yates acreage to create significant value for Yates and EOG shareholders alike."
Yates immediately adds an estimated 1,740 net premium drilling locations in the Delaware Basin and Powder River Basin to EOG's growing inventory of premium drilling locations, a 40 percent increase. A premium drilling location is defined by EOG as a direct after-tax rate of return of at least 30 percent assuming a $40 flat crude oil price. EOG plans to commence drilling on the Yates acreage in late 2016 with additional rigs added in 2017.
"Through this transaction, our premium drilling strategy is gaining added momentum. With improving well productivity and this newly enhanced resource base, our organization can generate further increases in returns and capital efficiency," Thomas said. "The combination enhances the size and quality of EOG's existing portfolio of oil resource plays."
Doubles Position in Delaware Basin and Adjacent PlaysYates has 186,000 net acres of stacked pay in the Delaware Basin in New Mexico that is highly prospective for the Wolfcamp, Bone Spring and Leonard Shale formations. This brings the combined company's total Delaware Basin acreage position to approximately 424,000 net acres, a 78 percent increase to EOG's existing holdings.
Additionally, Yates has 138,000 net acres on the Northwest Shelf in New Mexico that is prospective for the Yeso, Abo, Wolfcamp and Cisco formations. These shallow plays have the potential to contribute additional amounts of premium inventory with the application of EOG's advanced completion and precision targeting technologies and low cost structure. Along with EOG's existing acreage, the newly combined company will have 574,000 net acres in the Delaware Basin and Northwest Shelf. A summary of the acreage is listed below.
Delaware Basin and Northwest Shelf Acreage Summary
Expands Powder River Basin Acreage
The combination also adds 81,000 net acres from Yates in the core development area of the Powder River Basin that is prospective for the Turner Oil play. In total, Yates contributes 200,000 net acres in the Powder River Basin. This doubles EOG's total Powder River Basin acreage to 400,000 net acres. The enhanced acreage position has significant exploration potential for multiple stacked-pay formations.
Under the terms of the agreements, which were approved by the boards of directors of EOG and Yates, and the Yates stockholders, EOG will issue 26.06 million shares of common stock valued at $2.3 billion and pay $37 million in cash, subject to certain closing adjustments and lock-up provisions. EOG will assume and repay at closing $245 million of Yates debt offset by $131 million of anticipated cash from Yates, subject also to certain closing adjustments. Closing is anticipated in early October 2016, subject to customary closing conditions. Following the transaction closing, EOG intends to maintain Yates' office in Artesia, N.M., to support the newly combined operation.
Wells Fargo Securities, LLC acted as exclusive financial and technical advisor to Yates Petroleum Corporation, Abo Petroleum Corporation and MYCO Industries, Inc. for this transaction. Thompson & Knight LLP, Modrall Sperling Law Firm and Kemp Smith LLP acted as legal advisors to Yates Petroleum Corporation, Abo Petroleum Corporation and MYCO Industries, Inc., respectively. Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to EOG.
*** ARM Holdings plc (Nasdaq: ARMH) disclosed the following on Tuesday:
Scheme of Arrangement becomes effective
On 18 July 2016, the boards of directors of ARM Holdings plc (“ARM”) and SoftBank Group Corp. (“SoftBank”) announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of ARM by SoftBank (the “Acquisition”) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).
On 1 September 2016, ARM announced that the Court had sanctioned the Scheme at the Court Hearing held on 1 September 2016.
ARM and SoftBank are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of ARM is now owned by the SoftBank Group (or such of its nominee(s) as agreed between SoftBank and ARM).
As the Scheme has now become effective, ARM duly announces that the Chairman, Stuart Chambers, has tendered his resignation and will step down from the board of directors of ARM effective as of today’s date. The following directors of ARM have also tendered their resignations and will step down from the ARM Board as of today’s date: Andy Green (Senior Independent Non-Executive Director); Lawton Fitt (Independent Non-Executive Director); Larry Hirst (Independent Non-Executive Director); John Liu (Independent Non-Executive Director); Stephen Pusey (Independent Non-Executive Director); and Janice Roberts (Independent Non-Executive Director).
A Scheme Shareholder on the register of members of ARM at the Scheme Record Time, being 6.00 p.m. on 2 September 2016, will be entitled to receive 1,700 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the scheme document published on 3 August 2016 in relation to the Acquisition (the “Scheme Document”). In addition, ARM Shareholders who are on the register of members of ARM as at the close of business on 2 September 2016 will be entitled to receive and retain an interim dividend of 3.78 pence per ARM Share, which will be paid on or before 14 September 2016, without any reduction of the offer consideration payable under the Acquisition.
Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the de-listing of ARM Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of ARM Shares on the London Stock Exchange’s main market for listed securities which is expected to take place at 8.00 a.m. on 6 September 2016. Further applications have been made or will be made to de-list the ARM ADSs from NASDAQ (which is expected to take effect on 12 September 2016) and to terminate ARM’s registration with the SEC.
Capitalised terms used but not otherwise defined in this announcement (the “Announcement”) have the meanings given to them in the Scheme Document.
In accordance with Rule 26.1 of the City Code on Takeovers and Mergers, a copy of this Announcement has been published and will be available on the website of ARM at www.arm.com and on the website of SoftBank at www.softbank.jp/corp/d/sbg_press_en/ by no later than 12.00 p.m. on the Business Day following this Announcement. All references to times in this Announcement are to London times unless otherwise stated.
*** Cepheid (Nasdaq: CPHD) announced that it has entered into a definitive agreement with Danaher Corporation (NYSE: DHR) under which Danaher will acquire all of the outstanding shares of Cepheid common stock for $53 per share in cash, or a total enterprise value of approximately $4 billion including indebtedness and net of acquired cash.
"Cepheid's vision has always been to enable as many people as possible to have access to powerful molecular diagnostic tests that provide critical information on a timely basis to guide treatment and patient management," said John Bishop, Cepheid's Chairman and Chief Executive Officer. "As a standalone company for the last 20 years, Cepheid has been a leading innovator in molecular diagnostics, to date installing more than 11,000 GeneXpert Systems, and delivering tens of millions of tests spanning healthcare associated infections, critical infectious disease, sexual health, and virology."
"Looking forward as a part of Danaher and its $5 billion Diagnostics platform, we believe that Cepheid will be able to reach an extended level of customers and patients more quickly than we could have on a standalone basis," continued Bishop. "Our employees will have more opportunities as part of a global science and technology company that shares Cepheid's commitment to innovation, and also has the capability to help accelerate expansion of our global market position."
The consideration represents approximately a 54% percent premium to Cepheid's common stock over the closing price of $34.42 on September 2, 2016. Cepheid's Board of Directors unanimously approved the transaction, which is expected to close in the fourth quarter of 2016, subject to Cepheid shareholder approval, clearances by the relevant regulatory authorities and other customary closing conditions.
Fenwick & West LLP is acting as Cepheid's legal advisor for this transaction, and Goldman, Sachs & Co. is acting as Cepheid's exclusive financial advisor.
*** GE (NYSE: GE) announced plans to acquire two suppliers of additive manufacturing equipment, Arcam AB and SLM Solutions Group AG for $1.4 billion. Both companies will report into David Joyce, President & CEO of GE Aviation. Joyce will lead the growth of these businesses in the additive manufacturing equipment and services industry. In addition, he will lead the integration effort and the GE Store initiative to drive additive manufacturing applications across GE.
“Additive manufacturing is a key part of GE’s evolution into a digital industrial company. We are creating a more productive world with our innovative world-class machines, materials and software. We are poised to not only benefit from this movement as a customer, but spearhead it as a leading supplier,” said Jeff Immelt, Chairman and CEO of GE. “Additive manufacturing will drive new levels of productivity for GE, our customers, including a wide array of additive manufacturing customers, and for the industrial world.”
GE expects to grow the new additive business to $1 billion by 2020 at attractive returns and also expects $3-5 billion of product cost-out across the company over the next ten years.
- Arcam AB, based in Mölndal, Sweden, invented the electron beam melting machine for metal-based additive manufacturing, and also produces advanced metal powders. Its customers are in the aerospace and healthcare industries. Arcam generated $68 million in revenues in 2015 with approximately 285 employees. In addition to its Sweden site, Arcam operates AP&C, a metal powders operation in Canada, and DiSanto Technology, a medical additive manufacturing firm in Connecticut, as well as sales and application sites worldwide.
- SLM Solutions Group, based in Lübeck, Germany, produces laser machines for metal-based additive manufacturing with customers in the aerospace, energy, healthcare, and automotive industries. SLM generated $74 million in revenues in 2015 with 260 employees. In addition to its operations in Germany, SLM has sales and application sites worldwide.
“Additive manufacturing fits GE’s business model to lead in technologies that leverage systems integration, material science, services and digital productivity,” said Joyce. “It will benefit from the GE Store and our core engineering capability.”
Arcam and SLM will bolster GE’s existing material science and additive manufacturing capabilities. GE has invested approximately $1.5 billion in manufacturing and additive technologies since 2010. The investment has enabled the company to develop additive applications across six GE businesses, create new services applications across the company, and earn 346 patents in powder metals alone. In addition, the additive manufacturing equipment will leverage Predix and be a part of our Brilliant Factory initiative.
“We chose these two companies for a reason,” said Joyce. “We love the technologies and leadership of Arcam AB and SLM Solutions. They each bring two different, complementary additive technology modalities as individual anchors for a new GE additive equipment business to be plugged into GE’s resources and experience as leading practitioners of additive manufacturing. Over time, we plan to extend the line of additive manufacturing equipment and products.”
The additive effort will utilize GE’s global ecosystem, but be centered in Europe. GE will maintain the headquarters locations and key operating locations of Arcam and SLM, as well as retain their management teams and employees. These locations will collaborate with the broader GE additive ecosystem including the manufacturing and materials research center in Niskayuna, New York, and the additive design and production lab in Pittsburgh, Pennsylvania. They will also complement the technologies brought on by other key acquisitions such as Morris Technologies and Rapid Quality Manufacturing.
Each acquisition is structured as a public tender offer for all of the outstanding shares of stock of each company. The closing of each public tender offer is subject to various conditions, including minimum acceptance thresholds and regulatory approvals. GE is in the process of making the necessary filings with authorities with respect to such tender offers, and, upon approval, the documents will be made publicly available.
Additive manufacturing (also called 3D printing) involves taking digital designs from computer aided design (CAD) software, and laying horizontal cross-sections to manufacture the part. Additive components are typically lighter and more durable than traditionally-manufactured parts because they require less welding and machining. Because additive parts are essentially “grown” from the ground up, they generate far less scrap material. Freed of traditional manufacturing restrictions, additive manufacturing dramatically expands the design possibilities for engineers. “Additive provides a new palette for engineers to create. Parts are also being designed in GE Power, Oil & Gas, Healthcare and across GE’s services businesses,” said Joyce. “We see value potential to reduce product cost and improve NPI spend. Ultimately, as we develop more productive machines, we can build additive manufacturing ‘as a service’ for our customers.”
In July, GE Aviation introduced into airline service its first additive jet engine component – complex fuel nozzle interiors – with the LEAP jet engine. The LEAP engine is the new, best-selling engine from CFM International, a 50/50 joint company of GE and Safran Aircraft Engines of France. More than 11,000 LEAP engines are on order with up to 20 fuel nozzles in every engine, thus setting the stage for sustainably high and long-term additive production at GE Aviation’s Auburn, Alabama, manufacturing plant. Production will ramp up to more than 40,000 fuel nozzles using additive by 2020. GE Aviation is also using additive manufacturing to produce components in its most advanced military engines. In the general aviation world, GE is developing the Advanced Turboprop Engine (ATP) for a new Cessna aircraft with a significant portion of the entire engine produced using additive manufacturing.
“GE’s aspirations in additive fits our long-term business model. We have world-class industrial businesses that leverage systems integration, material sciences, services and Predix,” said Immelt. “We want all of our businesses to leverage the GE Store, promote digital differentiation, and drive productivity for GE and our customers. We are excited about the opportunity.”
GE will host an investor call at 8:30AM ET to discuss these transactions. To tune in and access additional documents visit www.ge.com/investor.
*** Monsanto Company (NYSE: MON) confirmed it has been engaged in constructive negotiations with Bayer AG, during which it has received an updated non-binding proposal for a potential acquisition of Monsanto for $127.50 per share in cash. Monsanto is continuing these conversations as it evaluates this proposal, as well as proposals from other parties and other strategic alternatives to enable its Board of Directors to determine if a transaction in the best interests of its shareowners can be realized.
Monsanto will have no further comment at this time. There is no assurance that any transaction will be entered into or consummated, or on what terms.
Morgan Stanley & Co. and Ducera Partners are acting as financial advisors, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Monsanto.
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