1 January 1 HBM Pharma/Biotech M&A Report 14 including in-depth analysis of trade sales of US and European biopharma companies backed by venture- and private-equity investors Key Findings $1.4 billion wordwide biopharma M&A transaction volume (including completed and announced deals, asset deals, acquisitions of divisions) $1. billion upfront transaction volume of completed US and European biopharma company trade sales (up from $4. billion in 1). $7.7 billion overall deal value including contingent payments Additional $7. billion value of announced US & European transactions (including the $ billion acquisition of Allergan by Actavis and the $.4 billion purchase of Cubist by Merck & Co.) Further $4. billion worth of transactions involving assets or divisions of US and European companies $1. billion deal volume of biopharma acquisitions outside of the US and Europe (ROW) Mid-sized biopharma companies spent substantially more on acquisitions than traditional large pharma firms Best-ever exit year over last decade for VC-backed US biopharma companies About the HBM Pharma/Biotech M&A Report The HBM Pharma/Biotech M&A Report covers all completed trade sales of US and European biotechnology and pharma companies with a therapeutic focus (Rx incl. generics as well as OTC). For 14, additional data for asset deals and transactions outside of US and Europe is provided. The report does not cover nutritional supplements, diagnostics, medical technology, life sciences tools, CROs, pharma manufacturing and services. Thus, we focus on the therapeutic drugs sector. Reverse mergers, minority investments and the purchase of assets or divisions are not included in the survey up to 1. Acquisitions that were structured as mergers for tax or other reasons are included. Unless mentioned otherwise, transaction value is defined in this report as the upfront consideration in cash and/or shares. By contrast, the overall or total transaction value also includes contingent ( biodollar ) payments linked to reaching certain milestones. Additional data such as investment by venture and private equity investors, exit multiples, stage of lead product etc were collected from various sources. Please note that such data may be based on estimates and may not have been available for all transactions. Also, the results presented in this report may deviate from our earlier reports due to subsequent reclassification or correction of data. Further information about the HBM Pharma/Biotech M&A Report including a list of all transactions can be found under The use of data and charts is permitted with reference to Pharma/Biotech M&A Report. The authors of the report welcome any feedback or corrections: Dr. Ulrich Geilinger, Dr. Chandra Leo, and Emil Bujak, 1
2 HBM Pharma/Biotech Report 14 Overview Biopharma M&A -14 Upfront Transaction Volume of Biopharma M&A Chart 1: Biopharma M&A Transaction Volumes -14 Upfront Transaction Volume ($ billion) Number of company trade sales US & Europe US companies acquired European companies acquired Total upfront deal volume (including announced deals) Acquisitions in ROW Purchase of assets/divisions US & Europe Announced acquisitions US & Europe Completed.4 company 7. trade sales.4 US & Europe $1. billion upfront transaction volume of completed US and European biopharma company trade sales (up from $4. billion in 1). $7.7 billion overall deal value including contingent payments. Additional $7. billion deal value of announced a transactions (including the $ billion acquisition of Allergan by Actavis and the $.4 billion purchase of Cubist by Merck & Co). Further $4. billion worth of transactions involving assets or divisions of US and European companies (Novartis-GSK asset swap grabbing the most headlines). $1. billion deal value of biopharma acquisitions outside of the US and Europe (ROW) In total, this amounts to $1.4 billion in overall biopharma deal value (including announced deals, asset deals, ROW deals) b. Largest completed company trade sales in 14: $ billion acquisition of Forest by Actavis, $. billion acquisition of Intermune by Roche, $.4 billion acquisition of Questcor by Mallinckrodt. Four asset deals (including sales of divisions) with a value of over $ billion each. See next page for list of largest biopharma M&A transactions in 14. Please note that our M&A data up to 1 do not cover asset deals or the sale of divisions, and the comparisons to previous years (pages 4ff.) only relate to trade sales of (entire) US and European biopharma companies with a therapeutic focus. a b but not completed by year end Other pharma-related transactions (manufacturing, API, packaging, services, diagnostics etc.) are not included in our statistics.
3 HBM Pharma/Biotech Report 14 Table 1: Largest Biopharma M&A Transactions During 14 Notes: * Announced transactions, not completed yet at year end 14 Asset/Div. includes sale of assets, products, divisions and subsidiaries Transactions ranked by upfront value
4 # of Transactions HBM Pharma/Biotech Report 14 Trade sales of public & private US & European biopharma companies Biopharma Trade Sales With Upfront >=$1 million Chart : Significant US and European Biopharma Trade Sales (Upfront of at least $1 million) # of transactions >=$1 billion Trade sales of public and private US and European biopharma companies, not including asset deals or purchase of divisions # of transactions >=$1 million US public US private Europe public Europe private 4 US transaction volume more than doubled from $7. billion in 1 to $.4 billion in 14 (see Chart 1). European deal volume dropped from $1. billion to $1.4 billion (see Chart 1). Highest number of $1 billion plus transactions since (14 transactions a, mostly US targets). Highest number of larger acquisitions of private companies since (4 transactions with upfront of at least $1 million). Increase of number of US deals with upfront of $1 million or more. Stable number in Europe. a Not including $1 billion plus transactions outside of US and Europe (Ranbaxy / Sun Pharma $. billion, CFR / Abbott $. billion, Paladin / Endo $.7 billion) 4
5 Average Premium Paid for Public Takeovers HBM Pharma/Biotech Report 14 Premiums Paid for Public Biopharma Companies Trade sales of public US & European biopharma companies Average Premiums Paid for Public BioPharma Companies Chart : Premiums Paid for US and European Public Biopharma Companies % % 7% % % 4% 4% 4% 4% % % 1% US and European public takeovers with upfront consideration of at least $1 million 7% 4% 4% 4% 4% US deals % 1% % 7% US & European deals European deals % 4% 47% % % % 4% 4% 4% % % 7% % % % 1% % Trade sales of public US and European biopharma companies with an upfront consideration of at least $1 million. Comment: Premium = increase of stock price on the day of deal announcement. Only deals with an upfront consideration of at least $1 million are included. High degree of variation in premiums paid. As usual, average numbers should be interpreted with caution. 1% average premium paid for public biopharma companies in 14 (up from % in 1). Premiums paid in the US are generally higher than in Europe. European premiums have been trending downwards since to around %. US premiums jumped back to % from a low of 7% in 1.
6 HBM Pharma/Biotech Report 14 Trade sales of public US & European biopharma companies Chart 4: Average Premiums Premiums Paid forpaid Public for BioPharma Public Biopharma Companies Companies % Premium Paid %.7% US and European public takeovers with upfront consideration of at least $1 million.% 7.7%.% % 4% % 4.% 7.4% % Average Phase II Phase III Approved/ marketed Large pharma buyers Anti- Infectives Trade sales of public US and European biopharma companies 1-14 with an upfront consideration of at least $1 million. Premium = increase Source: HBM of stock Pharma/Biotech price at day M&A of Report announcement. No significant correlation of premium paid and transaction size was observed. Clinical-stage companies generally received higher premiums than companies with approved or marketed products. No significant differences in premiums paid across various therapeutic areas with the exception of anti-infectives. Premiums for anti-infectives companies averaged over % for years 1 to 14 (due to very high premiums paid for some anti-viral companies). Large pharma buyers on average paid higher premiums than other buyers. This also holds true if we control for the stage of companies acquired.
7 Upfront Transaction Value ($ billion) HBM Pharma/Biotech Report 14 Location of Buyers Trade sales ofpublic & private US & European biopharma companies Biopharma Trade Sales - Location of Buyers Chart : Location of Buyers of US and European Biopharma Companies Canada & ROW Japan & Asia US Europe Incl. Pfizer/Wyeth Merck/Schering P. $1.7 billion Companies headquartered in Ireland Trade sales of public and private US and European biopharma companies, not including asset deals or purchase of divisions 1 In 1 and 1, US firms were the dominant buyers. In 14, acquisitions by European firms generated the bulk of deal volume. (It should be noted, however, that European companies here include active buyers such as Actavis, Perrigo or Endo which are domiciled in Ireland mainly for tax purposes.) As in most previous years, buyers located in other parts of the world such as Japan did not spend significant amounts on US or European acquisitions in 14. Therapeutic Areas M&A activity in oncology was very strong in 1 with an upfront transaction volume of $1.4 billion in 1 deals. In 14, the 11 oncology-related transactions generated a comparatively modest $ billion of deal value. Fewer transactions than in oncology, but higher overall deal values were seen in autoimmune/ inflammation ($11. billion), respiratory ($. billion) and anti-infectives ($. billion). Note: Forest s $ billion sale is not included in this analysis. In the very active orphan drug space, 7 transactions generated $14. billion of deal volume, while 11 generics/otc companies were sold for a total of $.7 billion in 14. 7
8 % of Total Upfront Transaction Value HBM Pharma/Biotech Report 14 Transaction Volume by Type of Buyers Trade sales of public & private US & European biopharma companies Share of Upfront Transaction Value by Buyer Size/Type Chart : Share of Upfront Transaction Value by Type/Size of Buyer 1% % % 4% % % 1% 7% % 11% % % 1% % % % 7% 1% 1% % % % 17% 1% % % 1% 1% 11% 7% % % 1% 4% % % 74% 7% % % % 4% % % % % Smaller biopharma Large biotech Mid-sized pharma Large pharma Including announced deals & asset purchases Trade sales of public and private US and European biopharma companies. Large pharma companies are incumbent large pharma companies ranked within the top biopharma companies by 1 sales. Large biotech companies: Amgen, Biogen Idec, Celgene, Genentech (now Roche), Genzyme (now Sanofi) and Gilead. Mid-sized pharma companies are biopharma companies (outside of the categories Large pharma and Large biotech ) that rank within the top biopharma companies by 1 sales (usually with a market cap of $1 billion or higher). Smaller biopharma companies are all other companies. Other buyers (delta to 1%) were companies with their main business outside of pharma (such food, chemicals or diversified firms) and private-equity funds. Mid-sized pharma companies such as Actavis, Shire, etc. were the most important buyers in 14 with a ~% share of deal value. Large pharma s share of transaction volume in 14 increased over 1, but is still historically low compared to the years -11. Smaller biopharma companies bought other companies representing a share of deal volume below 1%. Private-Equity Funds Buying Biopharma Companies In the 1 years from to 14, private-equity funds acquired pharma companies, mostly in the specialty pharma, generics and OTC fields. Recent larger transactions were the acquisition of US Alvogen by Pamplona in 14 for $7 million, the acquisition of Italian Doc Generici by Charterhouse in 1 for $4 million and the financing of the going private of Swiss Acino in 1 by Avista and Nordic Capital (deal value $4 million). CINVEN purchased two pharma companies in 1: Mercury Pharma for $7 million and Amdipharm for $ million. Interest from PE funds for pharma companies is high. However, with the high prices paid by strategics, buyout funds have not become a major factor yet in biopharma M&A.
9 Upfront Transaction Value ($ billion) HBM Pharma/Biotech Report 14 Trade Sales of Private Biopharma Companies Trade sales of private US & European biopharma companies Trade Sales of Private Biopharma Companies Chart 7: Trade Sales of Private Biopharma Companies VC-backed co's PE-backed co's Other private co's 1 1 $ $ Number or private companies sold $ $. 4 $ $ $ $ incl. $1.7 bn Nycomed/ Takeda incl. $. bn Actavis/ Watson $. 4 $1.. incl. $.7 bn Bausch&L./ Valeant 1. incl. $4. bn Omega/ Perrigo Trade sales of private US and European biopharma companies, not including asset deals or purchases of divisions. Other private companies 11 are companies not majority-owned by venture or private equity funds. $. billion upfront deal value from 4 private transactions. Record upfront transaction volume of $.1 billion for VC-backed trade sales (see pages 1ff). PE-backed pharma company exits have generated over $1 billion of annual transaction volume every year since 1. A list of the larger private transactions can be found on the next page.
10 HBM Pharma/Biotech Report 14 Table : Largest US and European Private Biopharma M&A Transactions in 14 Note: Transactions ranked by upfront value 1
11 Upfront Transaction Value ($ billion) Upfront Transaction Value ($ billion) HBM Pharma/Biotech Report 14 Trade sales of private US & European biopharma companies Trade Sales of Other (Family-Owned) Private Biopharma Companies Chart : Trade Sales of Other Private Biopharma Companies Number of other (family-owned) private companies sold incl. $. bn Hexal/Novartis. 1.. Trade sales of other private US and European biopharma companies. Other private companies are companies that are not mainly owned 1 by venture or Source: private HBM equity Pharma/Biotech funds. Such M&A companies Report are often family-owned. Trade sales of private PE-backed US & European biopharma companies incl. $. bn Stiefel/GSK incl. $. bn Ratiopharm/Teva Trade Sales of Private PE-Backed Biopharma Companies Chart : Trade Sales of Private PE-Backed Biopharma Companies incl. $1.7 bn Nycomed/ Takeda Number of PE-backed private companies sold incl. $. bn Actavis/ Watson Trade sales of PE-backed private US and European biopharma companies incl. $.7 bn Bausch&L./ Valeant incl. $4. bn Omega/ Perrigo 1 Buyout funds took advantage of the good exit environment and sold PE-backed pharma companies in 14, generally with good return multiples. More details on these transactions can be found on the next page. 11
12 HBM Pharma/Biotech Report 14 Trade Sales of Private Equity-Backed Pharma Companies During 14 (ranked by transaction value, headline: Target Company / Buyer / Transaction Value / Business) Omega Pharma (NL) / Perrigo (Ireland) / $4. billion / OTC In November 14, Perrigo Company plc announced the acquisition of Omega Pharma, one of the largest OTC healthcare companies in Europe for. billion or $4. billion. Omega, headquartered in Belgium, generated sales of more than 1. billion in 1. The company had been taken private by Marc Coucke, Belgium's Waterland Private Equity and other investors in 1 in a 4 million ($1.1 billion) deal. Subsequently, Omega purchased some OTC brands from GSK for 47 million. The return for investors on the sale of Omega to Perrigo is estimated be around 4x. Aptalis (US) / Forest (US) /$. billion / Cystic fibrosis, GI In March 14, Forest Laboratories acquired PE-backed Aptalis for $. billion. Aptalis was a global specialty pharma company with about 1 employees worldwide. Aptalis provides innovative therapies for cystic fibrosis and gastrointestinal disorders. Aptalis achieved sales of $ million in FY1 ended September 1. TPG had acquired Aptalis, formerly known as Axcan Pharma, for $1. billion in and merged it with Eurand Pharmaceuticals in 11. The return multiple for TPG is likely to be in the x range. Insight Pharmaceuticals (US) / Prestige Brands (US) / OTC, women s health In September 14, US-listed Prestige Brands acquired Insight Pharmaceuticals for $7 million. Insight, a seller of OTC women s health and personal care products, had been acquired in a secondary buyout in by Swander Pace and Ontario Teachers from Allied Capital, which bought the company in. No terms for the secondary buyout were disclosed, but we guess the 14 exit provided a >x return to investors. Tower Holding (US) / Impax (US) / $7 million / Value-added generics In September 14, US-listed Impax acquired Tower Holding and its operating subsidiaries CorePharma, Amedra and Lineage for $7 million from RoundTable Healthcare. The companies specialized in high value generic formulations including extended-release, delayed-release and DEA controlled substances and the marketing of niche brands. RoundTable had taken a controlling stake in CorePharma in. The amount invested in Tower Holding by RoundTable is unknown. RoundTable likely made an attractive multiple (>x) in this exit. JHP Pharmaceuticals (US) / Par (US) / $4 million /Branded generics In January 14, JHP Pharmaceuticals was sold for $4 million to Par Pharmaceutical Companies, a U.S.- based specialty pharma company. Par is a portfolio company of TPG. JHP Pharmaceuticals, a seller of branded and generics injectables and founded in 7, was acquired by private equity firm Warburg Pincus and Morgan Stanley in 1 in a $1 million transaction. It is estimated that investors in JHP made a.x multiple on this exit. VersaPharm (US) / Akorn (US) $44 million / Generic anti-infectives US niche pharmaceutical company Akorn bought VersaPharm in August 14 for $44 million. Akorn had been acquired in 7 by Tailwind Capital. VersaPharm developed and sold generic products designed to treat tuberculosis and other infectious diseases. No terms of the original buyout are available, so no return estimates can be provided. Archimedes (UK) / Kyowa Hakko Kirin (Japan) / $ million / Specialty pharma Archimedes was acquired in August 14 by Kyowa Hakko Kirin, via its UK subsidiary ProStrakan for million or $ million. Archimedes had been founded in as a specialty pharma company with backing of Warburg Pincus. The company raised over $1 million from Novo Foundation and Warburg Pincus, so the estimated return for PE investors is around x. Acqua Pharmaceuticals (US) / Almirall (Spain) / $4 million / Dermatology In January 14, Spain's Almirall bought Aqua Pharmaceuticals for up to $4 million from PE investor RoundTable Healthcare. Aqua specialised in the development and marketing of drugs for the treatment of skin conditions like acne. 1 sales were around $1 million. RoundTable had taken a controlling stake in Acqua in 1 for undisclosed terms. No return estimates are available. Focus (UK) / Amdipharm Mercury (UK) / deal value undisclosed / Generics, niche medicine In October 14, Amdipharm acquired UK specialty pharma Focus Pharmaceuticals. Financial terms of the transaction were not disclosed. In 7, Matrix Private Equity Partners had financed the m management buyout of Focus Pharmaceuticals. No return estimates are available. 1
13 Upfront Transaction Value ($ billion) Transaction Value ($ billion) HBM Pharma/Biotech Report 14 Trade Sales of VC-Backed Biopharma Companies Trade sales of private VC-backed US & European biopharma companies Trade Sales of VC-Backed Private Biopharma Companies Chart 1/11: Trade Sales of VC-Backed Biopharma Companies 1. Number of VC-backed companies sold Upfront transaction value Overall value With upfront transaction value 4. of at least. $1 million Trade Sales of VC-Backed 7 Private Pharma/Biotech 1 11 Companies Trade sales of private VC-backed US & European biopharma companies Europe Number of European VC-backed co s sold US 17. Number of US VC-backed co s sold Trade sales of private VC-backed US and European biopharma companies 1 Number of VC-backed exits by trade sale is in line with previous years. Upfront and overall biodollar deal values reached new highs. Best exit year for VC-backed US biopharma companies over last decade (see page 17ff). High total deal value in the US ($4. billion upfront, $7. billion including biodollars). European transaction volume down ($. billion upfront, $1.1 billion including biodollars). 1
14 Average Values ($ million) HBM Pharma/Biotech Report 14 Average Deal Values of VC-Backed Biopharma Trade Sales Trade sales of private VC-backed US & European biopharma companies Average Investment / Average Upfront and Overall Deal Values Chart 1: Trade Sales of VC-Backed Biopharma Companies 4 Average Overall Transaction Value Average Upfront Transaction Value Average Invested Capital Trade sales of private VC-backed US and European biopharma companies Only for transactions where respective Record average upfront and total deal values information of was VC-backed available. company exits. Slight decline of average investment amounts. 1 Two Exceptional Deals There was a number of successful US and European exits in 14. Two exceptional US deals are highlighted below: The largest trade sale of a VC-backed biopharma company by far was the sale of Alios BioPharma to Johnson & Johnson for $1.7 billion. Alios focused on the development of novel anti-virals and investors in the company were mainly corporate VC funds. With about $7 million invested, the exit should have returned over x to investors. Another >x exit was the sale of Seragon to Genentech/Roche for $7 million upfront plus up to $1 billion in potential further payments. Seragon had only been founded in 1 as a spin-off from Aragon and had subsequently raised $ million. Its selective estrogen receptor degrader (SERD) program developed for breast cancer was in phase I when the company was sold. 14
15 # of Transactions HBM Pharma/Biotech Report 14 Trade sales of private VC-backed US & European biopharma companies Chart 1: Contingent Biodollar Paymentsas as % of of Overall Total Deal Value % Over % contingent payments Up to % contingent payments No contingent payments 4% 1% 1 % % Average contingent payments in % total deal value 4% 41% 4 Trade sales of VC-Backed US and European companies with total consideration of at least $1 million 4% % 7 1 4% Trade sales of VC-backed private US and European biopharma Only companies for transactions with where >=$1 respective million total deal value. information was available. 17 Comment: Acquisitions of VC-backed biopharma companies, especially pre-commercial ones, are often structured as staged deals, whereby a significant portion (sometimes the majority) of payments are linked to the achievement of certain milestones. Whereas in the years up to, fewer deals were staged, contingent payment structures are now quite common. In 1 and in 1, contingent payments were higher than the upfront payment in over half of the transactions. In 14, the number of deals with such high contingent payments has declined again, probably as a result of a hot exit market. In the period up to, significant contingent payments were mostly seen in earlier clinical stage deals and in deals where investor returns were low (i.e. investors had to accept such deal structures). By contrast, additional earn-out payments are today sometimes demanded by sellers of sought-after companies, providing additional upside on top of an already attractive upfront multiple. 1
16 Ratio / Multiple HBM Pharma/Biotech Report 14 Returns for Venture Investors Trade sales of private VC-backed US & European biopharma companies Average Multiples On Upfront and Total Deal Value Chart 14: Upfront & Overall Deal Values Divided by Invested Capital Weighted-average total multiples * Weighted-average upfront multiples ** Average upfront return estimates ***.1x.x.x.1x.x.1x.7x 1.x.4x.x.x 1.x 1.x 1.4x 1.4x 1.1x 1.x 7.1x.x 4.x.x.7x.1x 1.x.7x.x.x.x.7x x Trade sales of private VC-backed US and European biopharma Only companies. for transactions Calculations where respective are based on transactions where respective information was available. 1 information is available. * Weighted-average total multiples: Aggregate transaction values including contingent payments divided by aggregate investments. ** Weighted-average upfront multiples: Aggregate upfront transaction values divided by aggregate investments. *** Average upfront multiples: Average non-weighted return multiples for investors as estimated by HBM Record upfront and total exit multiples in 14, mainly driven by some great US exits Steadily improving returns since was best exit year for VC backed biopharma companies over the last decade. Comment: We have approximated the return multiples for venture investors from biopharma trade sales using the ratio of upfront proceeds divided by invested capital as a proxy. We have also calculated the potential maximum multiples if all milestones payments were reached. To calculate the average multiples in a given year, we have divided the sum of exit values (upfront or including contingent payments) by aggregate VC investments. These averages weighted by deal size provide in our view a more meaningful indicator of the overall exit performance in a year than non-weighted averages or medians (both of which are generally lower than weighted numbers). 1
17 HBM Pharma/Biotech Report 14 Trade sales of private VC-backed US & European biopharma companies VC-Baked Companies Sold Chart 1: Number Estimated of Pharma/Biotech VC Return Multiples Trade as Estimated Sales by HBM (on Upfront Consideration) 1% % of Transactions 7% % % % Number of transactions Unknown Loss 1x-x x-x x-x >x Only for transactions where respective information was available. Trade sales of private VC-backed US and European biopharma companies. Return multiples on upfront consideration as estimated by HBM (available for about 7% of deals). In 14 (as in 1), close to % of deals had estimated exit multiples of x on upfront proceeds or higher (even when including deals with unknown returns in the total sample). About % of deals had great returns (>x). Before 11, such deals were rare. The number of loss-making transactions appears to be decreasing. 17
18 Ratio / Multiple HBM Pharma/Biotech Report 14 Trade sales of private VC-backed US & European biopharma companies Average Multiples On Total Deal Value US vs. Europe Chart 1: Total Deal Values Divided by Invested Capital US vs. Europe 7 Weighted-average total multiples US Weighted-average total multiples Europe.7x.x.x 4 1.x.x.x.x 4.7x.x 1.7x Trade sales of private US and European VC-backed pharma/biotech Only for transactions companies. where Total respective multiples (including contingent payments) calculated by information was available. dividing total deal value by invested capital, i.e. averages are weighted by deal values. Due to the small number of European data points, we have combined data for two years this analysis. Overall multiples have been steadily increasing in the US. Average total multiples in Europe jumped to.x in 1/14 from a low in 11/1. Another piece of good news is that in the US the average number of years from the company founding to a trade sale exit has dropped from a high of. years average in 11 to. years in 14 (in Europe from. years to.1 years). Please address questions, comments or corrections to the authors of this report: Dr Ulrich Geilinger, Dr Chandra P. Leo, and Emil Bujak, AG, CH- Zug, Switzerland, phone About is among the global leaders in healthcare-focused investing with over USD 1 billion under management. HBM focuses on development stage, growth and buy-out financings of private companies as well as investments in public companies. advises HBM Healthcare Investments AG, HBM BioCapital and further specialized private-equity and public-equity funds. HBM has a complementary team of experienced professionals to source, analyze, execute and exit investments in the pharma/biotech, medical devices and diagnostics industries. has been an active contributor to value creation in its portfolio companies, generating over 4 trade sales and IPOs since inception. More information can be found at 1
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