Filed by Clever Leaves International Inc.
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Schultze Special Purpose Acquisition Corp.
(Commission File No. 001-38760)
CLEVER LEAVES AND SCHULTZE SPECIAL PURPOSE ACQUISITION CORP.
BUSINESS COMBINATION WEBCAST SCRIPT
Operator (for the recording)
Good morning, Thank you for standing by and welcome to the Clever
Leaves and Schultze Special Purpose Acquisition Corp. Webcast. I
would now like to turn the call over to Gary Julien, Executive Vice
President and Director of Schultze Special Purpose Acquisition
Corp. to begin.
COVER SLIDE: Gary Julien
Thank you, and good morning. We appreciate everyone joining us.
Please note that today’s press release and related SEC documents
can be found on the Schultze Special Purpose Acquisition Corp.
website at https://samcospac.com under the “Investor Relations” tab
as well as on the www.sec.gov website. In addition, the investor
deck that will be presented as part of our discussion has been
posted to our website and has been filed with the SEC.
The presentation is for informational purposes only and does not
constitute an offer to sell, a solicitation of an offer to buy or a
recommendation to purchase any equity, debt or other financial
instruments of Clever Leaves International Inc. or Schultze Special
Purpose Acquisition Corp. as defined under US Federal Securities
The presentation has been prepared to assist interested parties in
making their own evaluation of the proposed investment and for no
other purpose. The information contained herein does not purport to
be all-inclusive. We refer you to the cautionary language regarding
forward-looking statements that can be found in our SEC Filings for
a more detailed review of the risks and uncertainties contained
The presentation also includes non-Generally Accepted Accounting
Principles or non-GAAP financial measures such as EBITDA. Non-GAAP
financial measures should not be considered as alternatives to GAAP
measures of financial performance or liquidity.
With me today from Schultze Special Purpose Acquisition Corp. is
George Schultze, Chairman, President, & CEO; and from Clever
Leaves are, Kyle Detwiler, Chief Executive Officer, and Andrés
SLIDE 1: Key Leadership Slide – Gary Julien, Andrés Fajardo,
Gary: Turning to slide 1, I know that I speak for all of us
about how excited we are to be discussing our proposed business
By way of background, George Schultze is the founder and CEO, and I
am a Managing Director at Schultze Asset Management, a firm with
over two decades of experience in event-driven and special
situation investing. Our firm has deployed more than $3.2 billion
in capital since our inception with a notable track record in our
active investment strategy. We launched our SPAC, SAMA, in December
2018 raising $130 million. Collectively, our team has significant
experience, both as investors and operators, in building businesses
within the private and public domain, which have resulted in
significant monetization events. Sample case studies include
Werner, Armor Holdings and AboveNet. Since SAMA’s launch, we’ve
evaluated several dozen acquisition opportunities and are
incredibly excited at the opportunity to present to investors this
transaction with Clever Leaves.
We view Clever Leaves as uniquely positioned to meaningful scale
its business as a global industry market leader in
pharmaceutical-grade cannabis. With a highly attractive,
ultra-low-cost operating model, significant scale, global
distribution capability and an impressive management team, Clever
Leaves is ideally situated for sizable growth. We also believe that
our cultural alignment and backgrounds in building businesses,
including through targeted M&A, creates a solid partnership
with Clever Leaves to assist the company in its growth journey.
Now, I would like to turn the call over to Clever Leaves’ President
Andrés Fajardo and CEO Kyle Detwiler, who will together walk you
through the majority of the presentation.
Andrés: Thank you, Gary. I co-founded Clever Leaves in 2016,
and I managed it from the very beginning to become Latin America’s
#1 cannabis cultivation and extraction operation. My prior work
experiences include serving as a former President/CEO of IQ
Outsourcing (a 2,000 person outsourced business services solutions
provider), and as a Principal Member at Booz & Company, a
globally recognized consulting firm. I also hold an MBA from
Harvard Business School.
Kyle: It’s Kyle Detwiler speaking. I am the CEO of Clever
Leaves. Previously, I co-founded Silver Swan Capital, an investment
firm focused on niche and under-followed sectors. Prior to that, I
was a Principal at Blackstone’s Tactical Opportunities Fund and an
investment professional at KKR spending significant time on
investments in natural resources, health care and Latin America.
Similar to Andres, I also hold an MBA with distinction from Harvard
When we analyzed the cannabis industry, which was early in its
infancy in 2016, we recognized a striking opportunity to address
fundamental misalignments in the industry where production capacity
had been constructed not where it made economic or environmental
sense, but where it was first legalized. We see the opportunity to
build something much like Chiquita has done with bananas or
pharmaceutical companies in Southeast Asia have done.
SLIDE 2: Investment Highlights - Kyle Detwiler
We strongly believe that Clever Leaves is well-positioned to
disrupt the global cannabis industry with our “better mouse trap”.
Let me frame our discussion on slide 2 with our investment
highlights before we delve more deeply into the business
||First, we are a global
leader in low-cost, medical-focused cannabis cultivation and
extraction. Our scale, as we will soon explain, provides us with a
competitive and sustainable advantage relative to our peer
||Second, we are a
vertically integrated multi-national operator with operations
spanning Latin America, Europe, and North America. We are more
capital efficient than the Canadian LP or US MSO model, and more
financeable as well.
||Third, we focus on
high-quality pharmaceutical-grade, GMP-certified production
authorized for export, which puts us in very exclusive
||Fourth, we have been
purpose-built for significant growth, profitability and operating
||Fifth, we have a
talented and exceptional leadership team with significant related
operational and regulatory expertise.
||Sixth, as we will
demonstrate later in the presentation, we have a highly-attractive
valuation relative to our multi-national operator peer
||And finally, we are
expecting to list on the NASDAQ due to our federally-legal business
model which we believe will attract additional high-quality
institutional investor following, expanding on the $125 million of
capital we have raised to date.
SLIDE 3: Vertically Integrated Platform - Kyle Detwiler
Turning now to slide 3, Clever Leaves employs approximately 500
professionals globally. We are best distinguished by our ability to
leverage our low-cost and pharma quality competitive advantages in
a highly regulated industry across genetics, cultivation,
extraction, R&D, and distribution, and to selectively compete
downstream in consumer or medical brands.
In Latin America, we are the #1 licensed producer of medical
cannabis and hemp with 1.8M of square feet of GACP-certified
cultivation and the region’s only EU GMP-certified extraction
operation. Clever Leaves also has an exclusive distribution network
in Brazil and a Latin American supply agreement with Canopy
In Europe, we have applied to be a licensed producer and expect to
receive full licensing status in the second half of this year. We
have an 85-hectare property in southern Portugal which already
consists of one hectare of greenhouse operations and has further
expansion plans underway. Our intention is to extend our EU GMP
certification to our Portuguese operations in the future.
Our distribution network in Germany is through Iqanna, a
pharmaceutical brand and importer/distributor of medical cannabis
product, and Cansativa, in which we are a minority investor, which
focuses on GDP and GMP-certified cannabis importation and
distribution. We will discuss both of these relationships and their
importance in further detail shortly.
In North America, we own Herbal Brands, a branded manufacturer and
distributor of health and wellness products in over 10,000 retail
locations across the US.
SLIDE 4: Colombia Leading the World - Kyle Detwiler
Turning now to slide 4, we answer why we are growing in
At Blackstone and KKR, I spent significant time spearheading
investments in Latin America. In the late 2000s at KKR, I
identified the attractive economics of the sugarcane industry in
Brazil, which seeded the idea for us to look at Colombia for
cannabis production. In this part of the world, we can limit our
environment damage, keep costs low, and not have to “trick” the
cannabis plant into thinking it is being grown somewhere else.
If you look at the Southern California greenhouses for cannabis
growers, those properties used to grow red roses, and after that,
tomatoes. However, due to globalization and the proliferation of
free trade, which I view as a good social initiative, the flower
industry migrated to equatorial countries like Colombia. Now, 70%
of all cut flowers imported to U.S. come from Colombia. So in other
words, we all already benefit from a supply chain that has already
figured out how to send a massive amount of red roses to the U.S.
on refrigerated trucks, boats, and airplanes for holidays like
The optics of Colombia have changed dramatically over the last two
decades. This has in turn created a unique opportunity for the
country to become a major export hub for quality cannabis based
upon its significant cost advantages and favorable location and
SLIDE 5: Ideally Suited for Industrial Scale Production - Kyle
As you can see on slide 5, cannabis production will inevitably
evolve similar to how other industries have evolved over time.
While Saudi oil fields have a 3x cost advantage over Canadian oil
sands and emit lower levels of C02 per barrel, and
Chinese manufacturing has a 5x cost advantage over US manufacturing
with lower hourly wages and a slightly longer workday, Colombian
cannabis similarly has a structural cost advantage over Canadian
cannabis, but in this case, it is even higher, at 8x! It is only
for a brief moment in time that people will produce cannabis in the
snowy fields of Canada. One doesn’t grow avocados in Canada, so why
would cannabis be any different?
SLIDE 6: Colombia Operating Advantages - Kyle Detwiler
Turning to slide 6, as I just mentioned, Colombia provides growing
conditions that are unsurpassed nearly anywhere in the world and
are supported by well-established infrastructure. These advantages
Being near the equator provides 12 hours of daily sunlight
throughout the entire year and warm weather, while the soil itself
is of high quality. Water is abundant, and innovations from the
Colombian flower industry allow us to provide 2/3rds of our water
needs from our own water collection, increasing our sustainability.
This facilitates year-round cultivation without the need for light
supplementation. The high elevation of around 8,300 feet compared
to under 600 feet elevation in Canada also leads to improved pest
mitigation. And finally, labor rates are also much lower in
Our cost advantages are two-fold. First, our production costs are
less than $0.20 per gram, which is well below the average Canadian
cost of $2.14 per gram. These superior unit economics do not merely
generate excess returns. They suggest that in the long run,
cultivation probably won’t exist as we know it in a country like
Canada and arguably even in many parts of the United States.
Second, our relative capital efficiency is dramatic. Capacity has
been built in Canada at a cost of around $200 per square foot.
However, Clever Leaves has become one of the largest federally
legal producers in the world by creating capacity at $14 per square
foot. Said another way, a dollar invested with Clever Leaves can go
14 times as far as it can in Canada in terms of production
I will now turn the webcast over to Andrés.
SLIDE 7: Global Leader in Cultivation and Extraction – Andrés
On slide 7, you can see how Clever Leaves cultivation and
production footprint compares favorably amongst the largest
operators in the world. We currently have 1.9M square feet of
cultivation and 104,400 kg of annual dry flower extraction
capacity. With limited investment, we are able to increase our
extraction capacity to 324,400 kg annually. This combination of
scale in two critical portions of the value chain is
SLIDE 8: “Better Mouse Trap” Has Received Media Attention -
Turning to slide 8, we provide some examples of how our “better
mouse trap” has garnered a lot of interest from the media,
including leading publications and TV outlets such as FT, Barron’s,
Forbes, Yahoo! Finance, CNBC, and BNN Bloomberg, which we expect
will continue. Clever Leaves has also benefited from the engagement
of Former US Senate Majority Leader Tom Daschle, a strong figure in
the health care community as well as foreign affairs with
SLIDE 9: EU GMP Certification Accelerates European Pharma
Expansion – Andrés Fajardo
On slide 9, we are pleased to report that in early July, we
received our EU GMP certification as a vertically integrated
botanical extractor. This places us in very select company as the
criteria to meet these requirements are rather stringent and
bolster our competitiveness in global cannabis. This milestone,
which took years for us to achieve, unlocks materially higher price
points for our products by creating an early mover advantage for
us. While we are among only a handful of companies in the world to
achieve EU GMP certification, we are the first and only company in
Latin America with this certification of quality.
SLIDE 10: Colombia Greenhouse Cultivation Site – Andrés
Turning to slide 10, you can see a recent picture of our primary
greenhouse cultivation site in Colombia. We have already completed
1.8M square feet of greenhouse and have had a perpetual harvest
cycle in operation since November 2018. We were also GACP-certified
in May 2020. For those new to the industry, this facility is one of
the largest cannabis greenhouse facilities in the world.
SLIDE 11: Project Apollo: Colombia Outdoor Cultivation Site –
On slide 11, while lower operating costs per gram and lower cap-ex
costs per square foot provide us with a meaningful and sustainable
advantage compared to our peers, they are only a starting point. If
Clever Leaves is to truly become the Chiquita of cannabis, we have
to be the absolute best in the world. This is why we created
Project Apollo, our 73M square feet outdoor cultivation site. This
open field provides us with the potential to be an unrivaled global
leader with over 5x more cultivation hectares than the top Canadian
LPs combined. For those unfamiliar with real estate in Latin
America, securing a site of this quality, flatness, and clean
title, in addition to suitable local infrastructure took several
years, and is quite rare.
Slide 12: Colombian Pharma Grade Extraction Operations – Andrés
Turning to slide 12, as we mentioned earlier, we currently have
104,400 kg per year of dry flower extraction capacity in our EU
GMP-certified facility, the only one in Latin America, and this can
be expanded to 300,000+ kg annually with limited incremental
We have systems in place for C02 extraction, distillation and
isolation, and THC removal.
We can produce bulk products such as crude oil extracts,
distillates, and isolates, and end products such as tinctures.
And our facility allows for further expansion as we have 3 adjacent
lots under contract, 1 lot currently under construction, and 29,000
square feet of expansion capacity.
SLIDE 13: Scale and Strategy Set Clever Leaves Apart from LatAm
Operators – Andrés Fajardo
Our advantages in the marketplace are not just limited to the
Canadian LPs, MSOs, and MNOs. With a superior company structure, we
are also far ahead of the LatAm operators across all key criteria,
as shown on slide 13.
Our target end-market is global, not just regional. Our cultivation
capacity is larger than the listed peer companies combined, and we
are the only operator that is EU GMP-certified. We have an over
26,000 kg extraction quota for THC products, which is more than 2x
that of our peer companies, whereas most other operators in
Colombia do not have any required production quotas. Colombia only
permits the export of extracted products, so another differentiator
is our access to THC flower sales in Portugal, subject to receiving
a sales license that is expected in the second half of this year.
This allows us to compete across the entire value chain, from
extracts to flower.
SLIDE 14: Europe is Primed for Cannabis – Andrés Fajardo
On slide 14, while many companies are pursuing the opportunity in
Canada and the United State, we believe Europe is an opportunity.
With a similar sized economy to the US, federally-legal cannabis
regulation, high start-up costs including the coveted EU GMP
certification, fewer operators capable of meeting the European
quality requirements translates into higher pricing. The average
price per gram of cannabis retail is around $9.30 in Europe and
about $22 in Germany. These price points are significantly higher
than what the market will bear in Canada and the US, and due to the
pharmaceutical nature of the European industry, often requiring
physician prescriptions, switching costs for patients are
SLIDE 15: Expansion into Portugal – Andrés Fajardo
Turning to slide 15, we have been developing a team and expansion
project in Portugal since late 2018. We already acquired 85
hectares south of Lisbon last summer with 100,000 square feet of
existing greenhouse and room for substantial expansion. After
completing our first test harvest just a few months ago, we
anticipate having our full license to cultivate cannabis flower for
export in the second half of this year.
Portugal offers us an important foothold for us on the continent
and several advantages in terms of access to flower sales. Portugal
has a favorable regulatory framework, a stable economy with
infrastructure and talent, and a fantastic climate for cultivation
Compared to the rest of the EU, operations are relatively low cost,
enabling the country to compete in the European cannabis flower
I will now turn things back over to Kyle to discuss Germany on
Slide 16: Germany: Leading the European Medical Market – Kyle
Thank you, Andrés.
In Germany, we have made strategic investments in its cannabis
industry so that we can access its significant and valuable
customer base. As we demonstrate on slide 16, Germany is the
largest medical cannabis geography on the continent and a rapidly
growing market for healthcare insurance coverage of medical
The German cannabis model is very different from the US and Canada.
With a strong pharmaceutical underpinning, there are no
dispensaries in Germany—cannabis use must be prescribed by a
physician and all distribution occurs at pharmacies and pharmacies
are highly fragmented, with no chain of more than 4 locations.
Since the onset of legalization, this high-growth market already
consists of only about 100,000 patients. Current penetration
relative to the US and Canada is negligible, as there is one only
medical cannabis patient in Germany compared to 13 in the US and 10
in Canada for every 1,000 people.
Our intention is to use Germany as a platform to expand further
into the European cannabis industry, which commands highly
favorable importation margins.
In terms of the recreational market, there are already roughly 3.7M
cannabis users in Germany, or about 4% of the population. If the
market were to be legalized, it would be potentially be as large as
California and generate $9.68B in sales by 2028.
SLIDE 17: Success in Germany Requires Significant Strategic
Investment in Distribution – Kyle Detwiler
On slide 17, you can see how Canadian LPs have shown how important
it is to own the supply chain. In fact, most early movers have
embarked on distribution through acquisition or through contractual
distribution to unlock the EU market.
We have taken a “dual track” approach which has reduced our
reliance on German import partners. We are already an influential
investor in Cansativa, which is one of the largest German medical
cannabis importers and distributors, and have additional licensing
in process under Iqanna, which we own outright, for additional
paths for importation or commercial partnerships.
SLIDE 18: German Distribution Assets Unlock the EU Industry –
Turning to slide 18, we demonstrate how we have created an
ecosystem to connect our low-cost product with one of the highest
price points markets.
Our indicative margins point to importer gross margins that are
equal to cultivator’s gross revenue in a market with a population
that is about 2.3x bigger than Canada.
As we said earlier, we have an investor partnership with Cansativa,
an existing distributor, and licensed, GDP and GMP-certified asset.
Our relationship includes a 5-year supply agreement and exclusivity
on Colombian and LatAm imports. We also have a 100% ownership stake
in Iqanna, which is a pending global pharma brand with pending
licenses for importation and distribution that is focused on
wholesale, large-scale distribution.
SLIDE 19: Brazil Requires Importation of Medical Cannabis – Kyle
I think it is now clear why we are targeting Europe, and Germany in
particular, but we have also not lost sight of opportunities within
LatAm. On slide 19, for example, take Brazil, where cannabis is
legal for medical uses and we have 210 million potential patients
Similar to Germany, but contrasting with the US and Canadian model,
the Brazilian regulation prohibits domestic product. Distribution
is generally conducted through pharmacies, and quite important, GMP
certification is required.
We are positioned to be an early-mover there, with exporting to
begin as early as Q1 of 2021 with our first $1 million supply
agreements in motion.
SLIDE 20: Building the B2B Sales Pipeline – Kyle
Clever Leaves also has a substantial B2B opportunity as I will now
detail on slide 20. In April, we announced a LatAm supply agreement
with Canopy Growth as our partner of choice which entails us
providing them with a steady supply of extracted cannabis products.
This is a one-year agreement with an option to renew for two
additional years. We completed our first shipment in January from
our GMP-certified facilities in Colombia.
Our partnership is truly a win-win. For Clever Leaves, it affirms
our position as a cannabis leader in LatAm, paves the way for
Colombia to become a hub in the global supply chain.
For Canopy Growth, it accelerates their time to market, ensures
future supply availability from the only EU GMP-certified cannabis
facility in Latin America, and enables an asset-light strategy.
We are also building a sales pipeline across a variety of
industries spanning global and LatAm operators, pharma,
nutraceutical, and cosmetics companies, and government
While our focus is primarily on Europe and to a lesser extent
LatAm, we are also expanding our distribution capabilities in
Australia/New Zealand and while positioning ourselves for
additional geographies as markets invariably become legalized for
SLIDE 21: Financial Projections – Kyle Detwiler
On slide 21, we have included our near-term forecast and longer
term financial target.
In 2020, we are focused on commercialization, with positive EBITDA
generation expected in 2021 and rapid growth thereafter. We
anticipate our gross margins to grow from 63% this year to 76% by
2022 as our business continues to scale. We currently anticipate a
longer term target of achieving $500 million in revenue and $200
million in EBITDA, with a 75% gross margin.
As you can see, our revenue is skewed heavily to Herbal Brands this
year but that is expected to shift to our cannabinoid extracts
later this year. By 2022, we estimate a nearly equal contribution
from extracts and dried flower products, and we anticipate the
gradual launch of select branded products in select
I will now turn the webcast to Gary Julien to discuss the
transaction, beginning on slide 22.
SLIDE 22: Transaction Overview – Gary Julien
Thanks, Kyle. We view the Clever Leaves investment opportunity and
entry price as uniquely attractive for investors.
The transaction is valued at an enterprise value of approximately
$255M which translates to a $333M fully diluted market
capitalization based primarily on $111M in anticipated cash on the
balance sheet at closing.
Clever Leaves’ existing shareholders will be rolling over the vast
majority of their equity ownership at 96% reflecting continuing
majority ownership of the combined company. As an incentive for
continued value creation, Clever Leaves will have an earn-out of up
to 1.8M common shares solely tied to the performance of the stock.
There is also a minimum cash condition of $60.0 million, reflecting
less than half of our current cash position, evidencing the limited
capital required for Clever Leaves to achieve its plan going
The pro forma equity ownership will comprise current Clever Leaves
shareholders at 55.6%, existing SAMA shareholders (or the public
float) at 39.4%, and SAMA founders at 4.9%.
As mentioned earlier, we expect to list on the NASDAQ, where we
will be one of only a handful of cannabis companies, and close the
transaction in the fourth quarter this year.
On the bottom of the slide, we itemize sources and uses. Notable
items are an expected post-closing cash balance of $111.0 million
and roll-over debt of $37.0 million. To re-emphasize, there is very
little cash needed to for the company to achieve its plan but we
all recognize the importance of having a strong balance sheet.
SLIDE 23: Pro Forma Capitalization and Growth Opportunities –
Assuming the transaction is consummated as we have shown, Clever
Leaves will be one of the best-capitalized cannabis companies, on
both a relative and absolute basis, with approximately $111.0
million in cash and $37.0 million in debt as shown on slide 23.
Our capital deployment opportunities will consist of accelerating
existing growth initiatives such as our greenhouse expansion in
Portugal, making the best use of our EU GMP certification,
investment in the Company’s sales team and distribution
capabilities, Project Apollo, and our launch of Iqanna.
We may also pursue opportunistic M&A in distribution assets,
opportunities that capitalize on US regulatory developments, and
even non-cannabis opportunities where linkage to cannabis can
augment growth. We expect to benefit from attractive organic and
M&A investment opportunities where capital availability amongst
our peers and targets has become increasingly scarce.
Importantly, our intention is to use this capital infusion to
maintain a healthy balance sheet while enabling Clever Leaves to
execute its growth plans, all while mitigating uncertainty and
regulatory changes in this evolving industry.
In our industry, companies with the strongest balance sheets have
commanded premium valuation, and we believe, Clever Leaves can
achieve that result over time given its operating model and solid
We expect that the company will achieve positive Free Cash Flow by
the fourth quarter of 2021 and we do not expect to tap the equity
capital markets anytime soon following this transaction.
SLIDE 24: Public Comparable Companies – Growth and Margin – Gary
According to our projections and analyst consensus estimates of our
peers, on slide 24 we anticipate that Clever Leaves will achieve a
three-year revenue CAGR through 2022 of 162%.
From an EBITDA margin standpoint, we expect that Clever Leaves will
have amongst the highest margins versus our peers by 2022 at 33% as
the company ramps and capitalizes on its low-cost business
While we are starting from a low base, our expected growth rates
for revenue and EBITDA are impressive by any measure.
SLIDE 25: Public Comparable Companies – Trading Multiples – Gary
As you can see on slide 25, we believe the transaction is
attractively valued when looking at the company on a multi-year
On an EV/revenue basis, we are valued at 3.6x for 2021 and 1.8x for
2022 while on an EV/EBITDA basis, we are valued at 23.6x 2021 and
5.4x 2022. The significant reduction in the valuation multiple in
2022 is naturally driven by the company’s projected global product
adoption and highly attractive economic model.
Now, to wrap things up, I will turn the webcast back over to
SLIDE 26: Investment Highlights – Kyle Detwiler
Thank you, Gary.
To conclude, I want to reiterate and reinforce our investment
As we have now explained, Clever Leaves has built a better mouse
trap as the global leader in low-cost medical-focused cultivation
with pharma-grade production primed for export. What we are doing
here is disruptive and can change the industry, and we are excited
for you to join us on this journey. The industry has been waiting
for a low-cost, large scale producer, and we believe Clever Leaves
will earn strong margins while helping shape the future of the
We have significant opportunities for growth, profitability and
leverage supported by a highly skilled team and passionate team.
Our valuation is highly attractive compared to our multi-national
operator peers and we are aiming for a NASDAQ listing in the fourth
quarter this year.
That concludes our presentation and we encourage you to review our
appendix slides at your convenience. Thank you for your time today
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