Thursday, 18 October 2012

How much will Apple pay for TomTom?

Yesterday I set out the strategic rationale for Apple to acquire TomTom. In a nutshell 1) it helps them fix iOS maps, 2) it gives them longer-term muscle in the mapping business and 3) is a do-able deal.

Today I want to focus on the third point - how would the deal come about and how much would Apple have to pay. My key takeaways is that the deal is very do-able, but Apple will need to pay a decent premium to the current share price.

TomTom: A potted history

TomTom: Rise and Fall
Before I lay out my case I want to provide some background on TomTom. This is partly for entertainment value (its certainly been been one of the more eventful companies I've covered in my time as an equity analyst), but mainly because to understand this deal you have to understand where the founders are coming from.

TomTom began as a software shop by a bunch of former employees from Psion's Dutch arm, notably Harold Goddijn and his wife Corinne Vigreux (who still lead of the company today). The outfit - called Palmtopsoftware - originally wrote apps for Psion PDAs. I remember with some affection using their ZX Spectrum simulator on my Psion Revo back in the day (it let you play Defender of the Crown in the college library. 'nuff said). They then moved onto writing apps for Windows CE-based devices such as dictionaries and nagivation apps.

Harold's current yacht
Then engineer (and co-Psion refugee) Mark Gretton struck gold with the idea that rather than kludging their software onto Windows CE boxes, they should build their own dedicated device. This was a classic case of a dedicated appliance pioneering a new technology. TomTom happened to be at the right place at the right time, and smart enough about branding their devices to build a big lead in the market. IPO, riches and acclaim followed. Harold and Corinne bought a yacht.

Then it all went wrong.

Two things (almost) killed TomTom. First they grossly overpaid to buy Tele Atlas funded by far too much debt. Then both debt market and the satnav market crashed.

Actually buying Tele Atlas was a smart strategic move. At the time it was one of only two vendors (along with Navteq) which had a full digital map for Europe and North America (Google has since built its own third map) and thus had genuine scarcity value. And the market for a dedicated appliance matured, it made sense to diversify into higher-margin software. The fact that I am now writing about Apple wanting to buy TomTom - principally for Tele Atlas - is in some ways a vindication of the deal. Unfortunately they made the mistake of getting into a bidding war with rival Garmin which meant they ended up paying €3bn, funded by debt.

They might have survived that but then the global economic crisis hit just as the satnav market went ex-growth. With revenues from its main profit-driver falling at a 20-30% rate TomTom simply could not meet its debt covenants and the shares which had peaked at over €60 fell to less than €3. This culminating in a near-death experience and a rather messy refinancing mid-2009. To their credit Goddijn and Vigreux put their money where their mouth was, putting their personal wealth back into their company via the rights issue. They also brought on-board friendly local investors Janovo and Cyrte who put in €100m for a 10% stake. The current shareholder structure looks like this:

Since then its hardly been an easy ride. In particular Google's bombshell in October 2009 of free turn-by-turn on Android (a move finally followed by Apple this year) was the beginning of the slow death of Satnavs as a mass market proposition. Yes there remains a market for them for holidaymakers or professional users (I actually bought one this year to help navigate us on our honeymoon!), but since then Satnav revenues have declined steadily, such that TomTom no longer even tells us how many devices they have sold each quarter. To her credit CFO Marina Wyatt has done a good job defending margins and keeping the company profitable (the pressure of debt covenants does help focus the mind), but it can't have been much fun in recent years.

But at least they still have the map.

How much is TomTom worth?

There are two questions here. First how much TomTom is worth as a standalone business. Second how much is it worth to Apple.

Actually the first question doesn't matter a vast amount (I know, I know. Any value investors please leave the room now). It gives us a starting point for valuation but everyone at the table will know the real point is how much Apple is prepared to pay. For what it's worth, here's a bog-standard DCF I knocked up on TomTom's business:

Key assumptions are highlighted in blue. I'm not going to claim its a work of art, or indeed that its going to be particularly accurate. Basically IF you assume satnav declines (and therefore revenue declines) bottom out this year AND IF you assume TomTom can sustain a 10% margin then it implies a valuation price a smidge over €4 /share or about €900m for the equity (not far off the current price). . At the DCF valuation TomTom would be trading on roughly 1x EV/Sales and a 10-12.5x forward P/E multiple, consistent with a stable low-growth company. Of course that does assume that Satnavs don't die a death, and that competition doesn't crush margins - as I said its not a work of art.

This isn't particularly useful in figuring out M&A valuation - but at least it gives you a starting point for both sides.

How much is TomTom worth to Apple?

Now we get to the M&A valuation, which is much more interesting but more frustrating. I'm not going to apologise for the fact that the numbers I'm going to talk about here will have little grounding in intrinsic value or sane investment valuation. The sad fact is that most M&A is value destructive, and so the key question is not what an asset is worth but what some mug is prepared to pay for it.

The economic rationale of the deal is simple. TomTom has an asset (its digital map + associated expertise) which it is unable to fully monitise through its existing lines of business (selling satnavs and licencing the map to third parties). However plug that into Apple's front end and distribution and you can suddenly monitise that asset across hundreds of millions of iOS users. Therefore the cash generating potential of that asset is much higher for Apple than for TomTom.

That's the theory. In practice figuring out how much extra value Apple can create over the next 5... 10... 15... 50 years is anyone's guess. At the end of the day it boils down to how much the sellers reckon they can get out of Apple, and how much will make them feel good about themselves. i.e. its an exercise in psychology as much as mathematics.

As with any negotiation, what you need do is put yourself into the shoes of everyone gathered round the table.

Apple: To best honest, they don't particularly care. With $82bn of cash in the bank whatever they pay for TomTom isn't really going to ruin Tim Cook's day. I would say they won't want to pay stupid money for TomTom, and by that I would mean the demonstrably silly €2.9 - 5.7bn price tags which Tele Atlas and Navteq sold for during the last bubble. I would say those levels would be the hard lines which Apple would not want to approach.

Apart from that you can slice the valuation every which way. For example how much more would an iOS user theoretically pay to replace Apple Maps with a decent mapping app? If you assume $5 and multiply that by a 410m iOS installed base you get $2bn (but then again Google Maps is free, and its more about the value of Apple/TomTom maps to future iOS users than existing ones). How much did Apple's share price get whacked by the maps fiasco? $30bn according to some (hint: don't believe everything you read in the papers) so by that reckoning any price tag is good value (the fault in that logic, btw, is that you are making an assumption that TomTom DEFINITELY will make Apple maps as good as Google; it might not).

Another way to think about it is how much would it cost for Apple to build the map from scratch. The short answer is that it took both Tele Atlas and Navteq about $500m of capex to build their US + Western Europe maps back in the 1990s. You could undoubtedly do it for less now (for a start you could buy a TomTom to help your mapping trucks navigate the roads...). But there's a catch - it would take you several years to do this - so whats the opportunity cost of giving Google another few years to forge ahead? Tricky...

We can play these games all day. I think Apple would be willing to pay up to the €3bn level Tele Atlas went for before (they can console themselves that they're getting TomTom's other assets thrown into the deal) which gets us to €13 /share. But I'd assume they'd want to pay far less.

How much will the insiders sell for?

Janovo/Cyrte: This is the easy one. Dutch private equity houses Janovo and Cytre invested €100m in the 2009 refinancing, and hold a 10% stake in TomTom. Doing the math, that means they're currently sitting on a c15% loss on their initial investment. What would be a sensible financial return for them? I think they would want to show their investors at least a 15% CAGR return, and preferably a nice round 20%. Compounding that over three and a half years that would point to a €1.63 - €1.89bn valuation, or roughly €7.4 - €8.5 /share.

In practice though these guys are "friendly" investors for the management. If the founders take an offer they are likely to. And if the founders reject it, the deal is dead anyway.

The Founders: At the end of the day, its whether the four founders Goddijn, Vigreux, Geelen and Pauwels will take a bid. They control 48% of the equity and will have to support any acquisition given TomTom has a poison pill in place to prevent a hostile takeover.

At the very least I think they will want to see a decent return on the €4.21 /share at which they bought back into the company in the 2009 rights offering. It is important to understand the psychology behind this (which is why I gave the potted history above). The founders had nurtured their baby, seen it blossom into a giant and then seen it crash. In 2009 they had the option of walking away and let it get taken over by their debt holders, or putting their money where their mouth was and buying into the refinancing. To their credit they took the latter option, and the company is still around today. But I think the final vindication would be if they could walk away from that investment with a profit.

Another pointer would be stories about a potential de-listing which circulated earlier this year, when the shares were languishing around €3. If they were true (and, to be honest, who bloody knows?), then that would imply the insiders believed the shares were materially undervalued at that level. So what, at least €4 /share perhaps?

But its not just the money. After all in any scenario Apple would have to offer a reasonable premium to the current share price. As I said its important to remember for the founders that TomTom is their baby. So the quality of the offer is as important as the level.

By this I mean if, say, an offer came in from a private equity house which wanted to break up TomTom, fire the employees and sell off its assets it would get very short shrift.

But if an offer came from say a world-beating tech company, famously entrepeneur-led which would allow TomTom to take its navigation vision to another 410m users... Well that would be another story.

And if that gave the founders an opportunity to flourish on a bigger stage. Well...

Somewhere over the rainbow...

As I said, its as much about the psychology as the valuation.

So where have we come out at? I think Apple could pay up to €13 /share, but would want to pay less.

Janovo/Cytre would be looking at in excess of €7.4 /share. The founders would want more than €4.21 /share. The stock is currently trading at €3.86 /share. Standalone fair value (for what its worth) is probably around €4 /share (in my humble opinion).

Oh and one more piece of market nous - when you make a bid you want it to be a "knock-out bid", i.e. not a low-ball offer which makes shareholders hold out for more. In my experience a knock-out bid comes at a 30%+ premium to the share price, preferably a 40%+ premium. Yeah I know - Benjamin Graham would be turning in his grave. But Bruce Wasserstein wouldn't.

That's what they meant when they said valuation is an art, not a science.

Put a gun against my head and I'd say €5.5-8 /share, probably towards the lower half of that range. The key thing would be to get the founders on-board, at whatever price  it takes.

That's all.

Afterword: A few thoughts on deal mechanics

Timing: Given cash resources, and the fact it would be an agreed deal, I think this would be a relatively straightforward transaction. All that would be required would be a public tender for the remaining free-float. Provided there was a knock-out bid (In excess of 40%-ish to the current share price) I don't think there would be much push-back from the other shareholders. I reckon if they did this tomorrow it would easily be wrapped by end-Q1.

Counter-bids: There isn't an obvious counter-bidder out there either. Microsoft and Google already have their maps sorted out. The other big consumer ecosystem players - Facebook and Amazon - don't has as direct an interest in location-based services. I doubt the business would attract a counter-bid from a financial buyer as it already has a reasonable debt load, and has shown in the past that its model isn't amenable to high levels of gearing.

Regulatory hurdles: The only stumbling block I can think of would be regulators. On the mapping side given Nokia/Microsoft and Google are such powerful and well capitalised rivals I doubt there would be a viable challenge. If there's one thing we're not lacking in smartphones at the moment its competiton! Garmin could potentially mount a challenge on the satnav side, but given Apple has no use for the hardware busineses I think they'd be very happy to divest it. Possibly to Garmin.

Oh and by way of disclosure, no I don't hold any shares in TomTom or Apple. The forecasts (for what they're worth) are my forecasts and the opinions are my opinions. You heard it here first.


  1. Hi Jon,

    I am a shareholder of TomTom, so expect my post to be *possibly* biased.

    I believe TomTom does have a growing business going forward, if they remain a standalone business.

    Offcourse the standalone GPS devices sales are slumping, even though the speed of that decline is coming down to a level that is manageble.

    Apart from that there is also a growing in-dash automotive business. TomTom recently signed agreements with PSA (Citroen/Peugeot), Qoros (China), BMW and broadened their agreements with Mazda, Fiat and Renault. The latter featuring a built-in Android based tablet.

    (If Apple were to buy TomTom, they buy themselves into these carmakers and bring Siri into the car - big opportunities which Apple will have to pay for in the acquisition price. Also important in their platform war with Google's Android).

    Two other growing businesses are crowdsourced traffic information (HD traffic) which is industry leading. TomTom supplies this information to some cities already (London, Berlin) and is heading for China where major cities like Shanghai have huge congestion problems that TomTom can soften.

    The other business is in logistics systems, where TomTom is earning great margins and revenues with a CAGR of 30%.

    So I believe your valuation of their current business is a bit too low. I think a bid of around 11 euros per share should do. That would mean 2.5 billion euros = 3 billion dollars.

    Apple could divers some parts that it won't need (logistics services) for half a billion. Leaving their total investment to 2.5 billion dollars.

    1. Hey thanks for your comments.

      A few thoughts:

      1) GPS decline: I agree the speed of the decline has been manageable so far. As I wrote Marina has done a better job than any of us could have expected defending margins. However there is still the problem that PNDs are declining at double digit rates. My cheeky €4 DCF assumed that the decline bottoms out - but to be honest it could easily continue double digit declines (to be fair this could be cyclical as well as structural - declines did slow a bit until the European macro stuff broke out).

      The risk is that if declines continue it gets to a point where it is no longer manageable. The flip side of course would be at that point PND is a smaller part of the overall mix so less of an issue for the stock.

      2) In-dash - this has been the great white hope for a long time. Credit to Tom2 for trying to do to the €2000 in-dash guys what Google did to them (offering the same thing for less). However it seems to have taken forever to really take off so I am not sure about how much value they generate long term.

      Stepping back the bigger issue for in-dash is that TomTom is a small supplier and the autos guys are very big customers (at least on an enterprise value basis! lol). TomToms bargaining power is limited, and the rule of thumb is that autos suppliers make very low margins because they have very little pricing power. So even if it takes off it could have negative margin implications.

      Nice point that there is an chance that its attractive to Apple as a route into auto manufacturers. Probably hidden value here as its not just about being able to make a box, its about being able to convince car guys that you meet their higher production standards (if your in-dash satnav is busted you consider your €20,000 car is busted so it needs to be built to higher tolerances).

      3) HD Traffic - Not sure this has sustainable value. It's good and their partnership with VOD was pioneering. But GOOG and AAPL are catching up - both offering similar crowdsourced traffic services. I note iOS6 is now tracking people again so while its worth something bear in mind bigger guys with WAY bigger installed bases are catching up.

      4) Logistics - again a business which is profitable and has promised much but hasn't made a big impact in the revenue mix in the time I've looked at TomTom. The risk is that they do not have the scale of a DHL, UPS or dedicated logistics giant. Given how connected the logistics business is I would imagine there are far bigger beasts in this jungle than TomTom who will catch up with any differentiation TomTom has.

      The keys to making excess returns are either a) differentiation or b) scale. TomTom may have a) but lost and and doesn't have b), so how do they make excess returns. That also puts them in a weak position in terms of any divestment negotiation.


      I think the punchline is that I'm less bullish than you about the value in the non-Tele Atlas businesses - don't take it personally that's just where I'm coming from! :-) So my view is management would be better taking any offer than holding out for more - but as I said the deciding factor is going to be the quality of the offer as much as the quantity.

      Let me know if you have any other thoughts!


    2. Hi J,

      Thanks again. Point 1 is taken. I think it's both cyclical and about changing form factors.

      About point 2, the automotive segment.

      I have read all the reports and spoke to some people from TomTom about this. The point is that Automotive in general is doing kind of good in terms of margin. The margins on the hardware are small to zero. Margins on software and content are good. In their future offering for PSA they will offer the software and content (maps, locations, traffic) and Continental will do the hardware stuff. In that way TomTom focusses on the high margin part of the business. And partnering with industry giants to do the hardware.

      The reason for this is that their content is scalable, so offering that product doesn't require the amount of engineering resources that they had in the past.

      The reason automotive EBIT is still very low, is not so much because of the margins *per automotive deal*, but rather that this whole division of tomtom is still in investment mode.

      For instance: to sign contracts like those with PSA (which will bring in revenue from end of 2013 and onwards) there have been high costs for pitching and making prototypes.

      According to CEO Goddijn "it takes time and money to build a portfolio of customers".

      So margins of their automotive business as a whole are bad (first half of this year a loss of 5 million on a revenue of 120 million euros). But that's more because of the cycle (investment period) and timing elements, rather than margins of the product.

      HD traffic is not made by Apple. Apple licences it from TomTom! But for some reason this seems to be a secret. Compare the traffic jams of iOS6 maps and TomTom. They are 100% similar.

      ** Maybe TomTom doesn't want that to be public. Because there are 2 million TomTom customers who are now paying for that information. And might consider the pricing too high, now that it is free in iOS6.

      ** Maybe this is part of some agreement between TomTom and Apple. Their partnership is very secretive. Nobody wants to tell what TomTom is actually licensing to Apple. Nor is there any information about the pricing or the business model.

    3. Hey thanks for your reply.

      re: automotive I think the two challenges for TomTom are profitability and speed of expansion.

      On profitability it definitely started off as low margin because of the investment costs. I can believe that as it scales TomTom will make decent profitability as you say there must be a significant upfront cost being amortised here. In the longer term I think automakers screw down on TomTom's margins - but the silver lining is that if TomTom ever gets to that negotiation it would be because it has been a success in volume terms. So yes you have a point.

      I think its the speed of rollout which worries me more - the product lifecycle of a car is measured in years, whereas consumer electronics is in 6-12 months. Its just taken so long for TomTom to roll out at scale with autos guys - as you say PSA revenues are going to take a while to kick in. Think how fast iPhones have evolved since they first announced this what in 2008/09. Think how much PND has declined in the meantime!

      That's not to say its a bad business. I think they've done a great job building it from scratch in a tough environment. And because its a slower moving market is should be less volatile more defensible revenues. But its just taking so long!

      re: HD traffic that's interesting - hadn't heard that. Certainly possible and you make some good arguments. Of course Apple could build their own substitute given the amount of data they now have, but I am aware that Google's attempts to build this offering have had mixed success so maybe its not as easy as it looks!

      All the best


  2. Apple could divers = divest

  3. This makes sense, they could offload the PNDs to Garmin too?

    1. I am in two minds about the Garmin as an acquirer of the hardware business.

      One the one hand Garmin acquired Navigon, and acquiring TomTom would give them what 75%+ of the market in both US and western europe. That's the sort of scale which lets you generate excess returns even in a commodity market. I also think that it should clear the regulators - all they need to do is point out they are up against every GPS equipped smartphone out there for in-car nav to make the point this will not constrain competition.

      On the other hand I suspect Garmins strategy over the last few years would have been to diversify AWAY from the declining satnav market and towards higher margin hiking/ships/plane gear which is less commoditised and higher margin. Having had a tough time with satnav over the last few years (although not as tough as Tom2, owing to the fact they still had a cash pile) do they want to come back for more?

      The choice for them would be between deploying capital to higher growth non-autos businesses which earn a higher P/E rating from investors, or using it to create a lower growth but potentially monopolistic satnav business which should produce good long term results but wouldnt do the near-term EPS growth thing.

      Obviously the last thing is what price they are asked to pay. After all if Apple don't sell the hardware business but shut it down instead GRMN would also benefit, but without having to pay an M&A premium.

      As I said before I don't think a pure financial buyer is likely for this business because it is hard to gear up against.

      All the best


  4. Hi J,

    What do you think of a posibility of a biddingwar between, apple, samsung,Autonavi and possible also google. All of them need to step in this business to create a new (future) businessmodel. I hear also that Garmin has to change there strategy, while they will be depending of maps, if there will be a high return (with help of location based advertising) they have also worry about there future. What do you think?

    All the best,


    1. Hey thanks for your comments!

      Alas I'm not convinced that Tom2 is a strategic priority for anyone apart from Apple. Thinking about from the perspective of the guys you mention:

      - For Samsung its a nice to have and would tie into the (dumb IMHO) moves by all Android guys to try and differentiate their offerings (e.g. HTC/Beats, HTC/Tom2). But they haven't got a fundamental problem that needs solving as they can always rely on Google which is best in class.
      - Autonavi - They have same issue as Tom2. They don't have any wider a pipe to exploit the economic value of their assets in the way that Apple does. So for them it would be a case of 1+1=2. I wonder also if it would be a regulatory issue from the western govts point of view - Chinese companies acquiring detailed maps of their countries - cf the recent US/Huawei stuff.
      - Google - Again like Samsung no need to acquire this they have it already. Only motivation would be as a spoiler for AAPL. At best a remote chance of a cheeky counterbid to tweak AAPLs nose?

      Bidding wars are great (for the seller) but unfortuntaely are rarer than we fantasise about. Off the top of my head the last decent one I can remember was Dell/HP over 3Par back in 2010!

      re: Garmin they would always be interested in owning a map, but not at any price. Note that again they have the same dilemma as TomTom - they don't have a wide enough reach/installed base to monitise the map asset as well as Apple can. Yes mobile adds is high margin but its less high return once you factor in the M&A premium you need to pay to acquire the asset!

      They seem to have a viable strategy in Outdoor/Fitness/Aviation/Marine - note that apart from Fitness these are largely markets which smartphones aren't as dramatic a threat to (though never say never). So they have the luxury of waiting. Also having seen how Tele Atlas pretty much blew up TomTom they must have thought "there but for the grace of God go I" many times over the last few years. Don't know if they want an encore! :-p

  5. Hi J,

    I don't feel like buying a stock only for a take-over bid possibility. And I'm not sure yet about their standalone business. I do think that the deal that TomTom struck with Apple (and BlackBerry 10) could give their revenue the push they desperately need. But that is a gut feeling. So I have two questions. Do you have an idea kind of money Apple would have to pay to TomTom for using their maps? And do you know if Apple uses other stuff from tomtom besides their maps?

    1. Hey Robert. re: the trade quite understandable. That's one of the reasons I threw in the rather ratty DCF - these aren't levels where you get an obvious Margin of Safety on the trade yet. Caveat Emptor.

      re: Your what does Apple pay short answer is not very much. Now maybe I'll be wrong and there'll be a huge bump in the revenue line in Q4 but I doubt it.

      The reason is that back in the mists of time (or early 2000s/late-90s) Tele Atlas signed deals with websites to use their data on incredibly low rates (fractions of a cent per click). In retrospect this was a huge huge strategic error. At the time web traffic wasn't a big deal but it meant that when volumes took off they simply could not cash in.

      If you want evidence of that look how much Google Maps traffic took off up until 2009 when they started using their own maps, and look at the minimal impact it made on TomTom revenues. They always used to tell us they would renegotiate the deals on more commercial rates but never seemed to manage it (presumably because the customers could always threat to go to Navteq or eventually their own homebrew maps.

      I doubt that position would have changed when Apple came knocking. Sure Apple would have had less options to go to NVT/Google for maps (they flirt with OpenStreetMap as well though), but lets face it there is NO-ONE who has a good negotiating position with the Cupertino King Kong nowadays.

      re: what else they use I don't know of much. A poster above has suggested they are licensing HD traffic - this is possible (although again with Apple's crowdsourcing I have no doubt they could develop their own alternative over time). I assume given the issues with their turn-by-turn directions they aren't using TomTom's routing algos!

      Hope that's useful Let me know if you have any other thoughts!


  6. Hi Jon,

    RE: HD traffic.

    That's my point. Apple have HUGE amounts of data, so if they want to *copy* HD traffic, then the amount of data is not at all their problem. But given Apple's sloppy (to say the least) track record on iOS6 maps, I have serious doubts whether Apple is able to build an algorithm that manages to predict traffic very well. It's just not their area of expertise and from my point of view Apple is very much a design and hardware company with very intuitive software (2 year old kids can play with their product) but not that good at data.

    Considering also that even Google, who is a giant in data, hasn't really cracked the code, and is now relying on Inrix for traffic information. I can't imagine that Apple could do what Google hasn't so far. Link on Inrix here:

    If Apple and TomTom are smart they make traffic information a joint effort. Apple sits on top of a bunch of data. While TomTom has the intelligence to derive traffic information from that. It might also help them to bring HD traffic to new territories (beyond US, Canada, Europe).

    I read your comment on uncommercial pricing of maps to Google in the early Tele Atlas days. That's a sad thing to hear. I really hope that TomTom now tries to get a more commercial pricing for their HD traffic. I know, we're talking about 'King Kong from Cupertino'. But licensing traffic information is a bit of an unpaved road. And TomTom might know they have something quite exclusive in hand (at least for now).

    To get an idea of what the value of licensing traffic information is, it would be nice to know what Inrix is getting from Google for making traffic information for Google Maps. But Inrix is not (yet) a listed company, so I don't have any clue if Inrix is making real money from that.

  7. The current shareprice is probably too low for a bid that does justice to their assets. One part of me says: let's wait another year and see how their deals with Apple, RIM and some planned traffic licences at carmanufacturers will be reflected in their quarterly's. The other part of me says that after a year the sense of urgency @ AAPL might be gone.


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