AMERICAS
Intercontinental Exchange to acquire Ellie Mae from Thoma Bravo for $11bn. (FS)
Intercontinental Exchange, an operator of global exchanges and clearing houses and provider of data and listings services, agreed to acquire Ellie Mae, a technology platform for the mortgage finance industry, from private equity firm Thoma Bravo, for $11bn.
"We are excited to be joining the Intercontinental Exchange family and having the opportunity to work closely with Simplifile and MERS in helping our industry to realize the true digital mortgage. We also greatly appreciate, and have significantly benefited from, the operational and strategic support from Thoma Bravo. They were instrumental in helping us achieve this outcome, which is a great one for our customers and the industry in general,” Jonathan Corr, Ellie Mae President and CEO.
Ellie Mae and Thoma Bravo are advised by JP Morgan, Jefferies & Company, Kirkland & Ellis, and Finsbury. Intercontinental Exchange is advised by Broadhaven Capital Partners, Citigroup, Credit Suisse, Goldman Sachs, Moelis & Co, Wells Fargo Securities, Morgan Lewis & Bockius, Potter Anderson & Corroon, Shearman & Sterling, and Sullivan & Cromwell.
Sirius Group, a global multi-line insurer and reinsurer, agreed to merge with Third Point Re, a speciality reinsurer, in a $788m deal. The transaction is expected to be completed during the first quarter of 2021.
"We are excited to create a powerful new entity that focuses on underwriting first but strives for excellence in its investment results. This transaction further strengthens our reinsurance operations and positions us to enter lines of business with higher risk-adjusted returns to achieve underwriting profitability. Combining with Sirius Group accelerates our continuing objective to deliver consistently strong book value per share growth over the long-term. Our new scale and global platform, diverse franchise, and enhanced financial profile will enable us to provide tremendous value to clients, brokers, and shareholders. I look forward to working with Sirius Group's terrific and dedicated team," Siddhartha Sankaran, Third Point Re Non-Executive Chairman of the Board.
Third Point Re is advised by EA Markets, JP Morgan, Debevoise & Plimpton, Kekst CNC and Rein4ce. Sirius Group is advised by Barclays, Conyers Dill & Pearman, Jenner & Block and Sidley Austin. CMIG is advised by Goldman Sachs, Skadden Arps Slate Meagher & Flom and Brunswick Group.
Canada’s Competition Bureau registered a consent agreement with the Competition Tribunal to address its concerns related to WESCO International’s $4.5bn acquisition of Anixter International, which would have combined the two largest distributors of pole line hardware and datacom products in Canada.
The combination of the two companies would have resulted in high market shares in various markets across the country. However, the bureau also found that the remaining competitors in these markets generally could not offer comparable product selection, pricing and service, and that barriers to entry or expansion are high. To remedy the bureau’s concerns, the consent agreement requires WESCO to divest its datacom division and its utility division.
“We are pleased to reach this agreement with the Commissioner of Competition and to resolve the Bureau’s remaining concerns. We look forward to providing further details about this agreement, as well as the substantial progress we have made integrating WESCO and Anixter, later this month when we announce our second quarter earnings,” John Engel, WESCO Chairman, President, and CEO.
Anixter was advised by Morrow Sodali Global, Centerview Partners, Wells Fargo Securities, Sidley Austin, and Gladstone Place Partners. WESCO was advised by Innisfree M&A, Barclays, Wachtell Lipton Rosen & Katz, and Joele Frank. Debt financing to WESCO was provided by Barclays.
Liberty Broadband, an Internet service providers company, agreed to merge with GCI Liberty, the largest Alaska-based communications provider, in a $8.7bn deal.
"This process was driven by independent special committees of Liberty Broadband and GCI Liberty, and John Malone and I fully endorse the combination. The transaction is financially attractive and beneficial for both companies," Greg Maffei, Liberty Broadband and GCI Liberty President and CEO.
GCI Liberty is advised by Evercore, Baker Botts, Morris Nichols, Skadden Arps Slate Meagher & Flom, and Steptoe & Johnson. Liberty Broadband is advised by Perella Weinberg Partners, Debevoise & Plimpton, and Potter Anderson & Corroon. Perella Weinberg Partners is advised by Sullivan & Cromwell.
Thoma Bravo raised its offer for insurtech company Majesco by 22%. According to the new offer terms Thoma Bravo is now paying $729m which breaks down to $16 per share, up from $594m which Thoma agreed to pay in July.
The proposed merger is subject to the approval of Majesco shareholders. Majesco’s Boards of Directors unanimously approved the merger and recommend that their respective shareholders approve the merger.
Majesco is advised by Nomura, Khaitan & Co, and Sheppard Mullin Richter & Hampton. Thoma Bravo is advised by Kirkland & Ellis.
The group of investors consists of Baillie Gifford, BlackRock, Fidelity Management & Research Company, Lightspeed Venture Partners, Ontario Teachers' Pension Plan Board, T. Rowe Price Associates, David Tepper, KKR and Smash Ventures.
"Having the support of leaders in the financial community accelerates Epic's efforts to build a new kind of digital ecosystem using real-time 3D technology, services that connect hundreds of millions of people, and a digital storefront that offers a fair business model. We are delighted to have them as part of the Epic family," Tim Sweeney, Epic Games CEO.
Epic Games was advised by Credit Suisse, The Raine Group and Wilson Sonsini Goodrich & Rosati.
Cisco Systems, an American multinational technology conglomerate, completed the acquisition of ThousandEyes, a network intelligence company, for $1bn.
“I’m excited to welcome the ThousandEyes team to Cisco. The combination of Cisco and ThousandEyes will enable deeper and broader visibility to pinpoint deficiencies and improve the network and application performance across all networks. This will give customers end-to-end visibility when accessing cloud applications, and Internet Intelligence will improve networking reliability and the overall application experience,” Todd Nightingale, Cisco Senior Vice President and General Manager.
Cisco was advised by JP Morgan, Latham & Watkins, and Willkie Farr & Gallagher.
OceanSound Partners, a middle-market private equity firm, completed an investment in Netrix, a cloud and collaborative products and services provider. Financial terms were not disclosed.
"At OceanSound we invest in businesses buoyed by strong secular tailwinds – Netrix is riding the wave of two important trends: the complete outsourcing of IT management by small and midsized enterprises to managed service providers and the transition of enterprise communications and collaboration solutions from on premises to the cloud. These trends, along with Netrix's differentiated offerings, subject matter expertise, and customer intimacy, are driving significant organic growth. Rob Dang, his partners, and all the talented employees of Netrix have a track record of delivering successful outcomes for their clients, and we are extremely excited to embark on the next phase of Netrix's evolution together. We anticipate making significant investments in the company to drive incremental differentiation and growth," Ted Coons, OceanSound Partner and Co-Founder.
Netrix was advised by Raymond James and Katten Muchin Rosenman. OceanSound was advised by Skadden Arps Slate Meagher & Flom.
Genstar Capital, a private equity firm, agreed to invest in Sonny's Enterprises, a provider of conveyorized car wash equipment, chemicals, controls, service and parts. Financial terms were not disclosed.
"Sonny's draws on over 40 years of industry leadership to drive deep relationships with over 6k active customers nationwide. They operate as true partners with their customers and invest in their growth, from expert guidance during site planning through construction and operations, forging a long-term relationship as they grow together. We are very excited to work with Paul Fazio and his team to grow the business both organically and through strategic acquisitions," Rob Rutledge, Genstar Capital Managing Director.
Sonny's Enterprises is advised by Houlihan Lokey. Genstar Capital is advised by Chris Tofalli. Debt financing is provided by Owl Rock Capital.
MiddleGround Capital, a private equity firm, completed the acquisition of a majority stake in Dura Automotive Systems, an independent designer and manufacturer of automotive components, from Bardin Hill Investment Partners, an investment management firm. Financial terms were not disclosed.
“I am thrilled to join such a talented organization. The dedication and tenacity of our 6.7k global team members has strategically positioned the company for ongoing success. As advanced mobility continues to evolve, we look forward to collaborating with industry thought leaders to create the future in vehicle safety and electrification,” Kimberly Rodriguez, Dura CEO.
MiddleGround Capital was advised by Moelis & Co.
Mad Mobile, a mobile platform for enterprise restaurants and retailers, agreed to acquire CAKE, a restaurant technology company, from Sysco, a distributor of food and related products to the foodservice industry. Financial terms were not disclosed.
"We are excited about the future of CAKE technology. Mad Mobile has been a great partner of Sysco for six years and they share our passion for the restaurant experience. This transaction allows Sysco to focus our efforts on our digital transformation, including our e-commerce platform, and provides an excellent opportunity for CAKE to accelerate its evolution into a mobile-first platform supporting the unique needs of restaurant businesses," Michael Foster, Sysco Chief Information and Technology Officer.
Sysco is advised by Houlihan Lokey.
Lodo Therapeutics, a biotechnology company, completed the acquisition of Conifer Point Pharmaceuticals, a computational chemistry services provider. Financial terms were not disclosed.
"We are delighted to join forces with Lodo, whose commitment to applying informatics, genomics and synthetic biology to reinvent natural product drug discovery is fully aligned with our vision. We see Lodo as well situated to extend the full potential of our unique technology to the domain of natural product therapeutics. I look forward to serving as a consultant to help the Lodo team make optimal use of these powerful tools," John Kulp III, Conifer Point CEO.
Twitter interested in acquiring TikTok's US operations.
Twitter approached TikTok's owner ByteDance to express interest in acquiring the US operations of the video-sharing app. However, experts raised doubts over Twitter's ability to put together financing for a potential deal, Reuters reported.
It is far from certain that Twitter would be able to outbid Microsoft and complete such a transformative deal in the 45 days that US President Donald Trump has given ByteDance to agree to a sale.
Twitter has a market capitalization of close to $30bn, almost as much as the valuation of TikTok's assets to be divested, and would need to raise additional capital to fund the deal.
Shandong Ruyi resists Lycra sale in favour of IPO amid debt crisis.
Textile maker Lycra's weakening financial performance prompted some of its creditors to hire restructuring firm Alvarez and Marsal as an adviser, fearing Lycra may default, Reuters reported.
A&M had over the past two months sounded out potential buyers for Lycra. But no deal materialized as Ruyi opposed the idea and preferred to hold on to the company while it looks for other means of rescue.
Ruyi believed Lycra would be better valued via an IPO, rather than a trade sale. Last year Ruyi had suggested it could list the company on China's new tech-focused STAR market.
Aveva in exclusive talks to acquire SoftBank-backed OSIsoft.
Aveva Group, a British multinational information technology company, is in advanced talks to acquire OSIsoft, an industrial software maker, for c. $5bn, Bloomberg reported.
Aveva beat out several other industrial bidders. Emerson Electric also considered an offer. OSIsoft Founder and Chief Executive Officer J. Patrick Kennedy, along with minority owner SoftBank Group, have been working with advisers on a potential sale of the company.
Canoo in talks with Hennessy Capital for SPAC deal. (FS)
Hennessy Capital Acquisition IV, a special purpose acquisition company, is in advanced talks to merge with Canoo, a company that intends to offer electric vehicles on a subscription basis, Bloomberg reported.
The special purpose acquisition company is in talks with investors to raise about $300m in new equity for the deal, which would take Canoo public and value the combined entity at more than $2bn.
Hims considers going public through Oaktree Acquisition. (FS)
Hims, a provider of wellness and health-care products, considers going public through a merger with Oaktree Acquisition, a blank-check company, Bloomberg reported.
The deal could value Hims at about $2bn. Oaktree is in talks with investors to raise about $100m to help fund the transaction. A deal could be announced in a few weeks.
Canaccord Genuity appoints advisers to explore sale.
Canaccord Genuity Group, Canada's largest non-bank brokerage, is exploring strategic options, including a sale of all or part of its business, Bloomberg reported.
The Toronto-based firm, working with advisers after appointing activist investor Eric Rosenfeld to its board this month, believes its shares are undervalued. The company believes its UK wealth business alone could be worth roughly $750m.
New York State Common allocates $2.8bn to 11 funds. (FS)
New York State Common Retirement Fund, announced new commitments totaling $2.8bn in June. The retirement fund invested in private equity, real estate, real assets and credit asset funds.
The pension fund committed $592m to CVC Capital Partners VIII, $300m to KKR Asian Fund IV, $200m to Ares Corporate Opportunities Fund VI, $262m to Pramerica Real Estate Capital VII, $237m to Exeter Europe Industrial Core, $475m to AEPEP III N Strategic Co-Invest, $300m to Stellex Capital Partners II, $100 to Stellex II Co-Investment NY, $250m to Stonepeak Infrastructure Fund IV, $200m to Neuberger Berman Loan Advisors Holdings II.
Bradesco considers IPO of Elo.
Banco Bradesco, Brazil's second-largest lender, considers a potential initial public offering of the card network Elo Servicos, in which it has a stake, Reuters reported.
Besides Bradesco, state-controlled lenders Banco do Brasil and Caixa Economica Federal are partners in Elo.
EMEA
Hedge fund Davidson Kempner said again it would not be tendering its shares in Qiagen, days after Thermo Fisher Scientific said its offer to buy the German genetic test maker expires soon.
Davidson Kempner is still pushing for a better offer. The hedge fund began this week by revealing it has increased its stake in Qiagen from 7.3% to 8% and thinks the company has a standalone fair value 9% to 18% higher than Thermo Fisher’s revised offer.
“We fully expect the current offer to fail and we view the current price level as a very attractive entry point. We remain confident in Qiagen's prospects and that the standalone value is attractive over both the short and long term,” Davidson Kempner.
Qiagen is advised by Barclays, Goldman Sachs, Lazard, Moelis & Co, De Brauw Blackstone Westbroek, Linklaters and Mintz Levin. Barclays and Goldman Sachs are advised by Sullivan & Cromwell. Thermo Fisher Scientific is advised by JP Morgan, Morgan Stanley, Freshfields Bruckhaus Deringer, Hengeler Mueller, NautaDutilh, Wachtell Lipton Rosen & Katz, Brunswick Group and Joele Frank. JP Morgan and Morgan Stanley are advised by Gleiss Lutz. Debt financing is provided by JP Morgan and Morgan Stanley. Debt providers are advised by Simpson Thacher & Bartlett.
TA Associates agreed to acquire Surfaces Group, a supplier of abrasive tools and consumables, from Astorg, a private equity firm. Financial terms were not disclosed. The transaction is expected to close in the fourth quarter of 2020 and is subject to customary closing conditions and regulatory approvals.
"We welcome our new partner TA Associates, a leading growth investor, who shares our vision and ambition to continue our growth trajectory and with a long track-record of helping businesses expand into additional international and opportunistic markets," Pierluigi Dinelli, Surfaces Group CEO.
Surfaces Group and Astorg are advised by Ernst & Young, Houlihan Lokey, Rothschild & Co, Pavia e Ansaldo Studio Legale and BonelliErede. TA Associates is advised by EY, KPMG and Latham & Watkins.
The management board at NIBC supported Blackstone's increased bid for the Dutch bank to $1.24bn (including 2019 final dividends). Blackstone offered $8.9 per share in the renewed financial terms.
The offer is also supported by NIBC’s two largest shareholders, J.C. Flowers and Reggeborgh Invest, representing 60.6% and 14.7% of the shares respectively and 75.3% in aggregate. The offer is subject to certain conditions, including a minimum acceptance level of 95% of the shares. The minimum acceptance level is lowered to 85%, if the conditions to the asset sale and liquidation have been satisfied or waived, including approval by the EGM and regulatory clearance.
“Blackstone shares the Managing Board’s and Supervisory Board’s vision to further strengthen NIBC’s position as a leading European niche banking player and create long-term value for all stakeholders. Reaching this deal in a challenging environment is testament to our commitment and confidence in NIBC as well as the potential of the business, and we look forward to an exciting journey ahead,” Qasim Abbas, Blackstone Senior Managing Director.
NIBC Bank is advised Bank of America Merrill Lynch and Allen & Overy. Blackstone is advised by Morgan Stanley, Clifford Chance, and Bickerton. JC Flowers is advised by NautaDutilh.
The board of MasMovil, the Spanish telecoms group, issued a favourable opinion of a takeover bid by KKR, Providence and Cinven and said it had looked for other potential buyers, but no firm bid had emerged.
MasMovil set up a team to look for competing offers with the help of Goldman Sachs but said it received no firm expressions of interest from anyone who might launch a higher bid or any “strategic alternatives.”
MasMovil is advised by Clifford Chance. Providence Equity is advised by Weil Gotshal and Manges. KKR is advised by Freshfields Bruckhaus Deringer.
TGS-NOPEC Geophysical Company, a geophysical consulting and contracting services provider, offered to acquire the multi-client data library of PGS, a provider of a range of seismic and reservoir services, for $600m.
"We see a strong complement between our existing business and the PGS data library and the opportunity to leverage our expertise and scale to improve returns. We believe the consolidation and further partnership between our two companies carries a strong industry logic, and we look forward to initiate the dialogue with the management and board of PGS,” Kristian Johansen, TGS CEO.
TGS is advised by ABG Sundal Collier and Thommessen.
Yara, one of the world’s largest fertiliser-makers, expects to finalise its long-awaited sale of a stake in Qatar Fertiliser Company later this month, Reuters reported.
In its earnings report for the second quarter, released on July 17, Yara had said it expected to complete the $1bn transaction “within 2-3 weeks”, followed by a share buyback program.
“We have progressed in line with the timeline communicated in our Q2 reporting, and receipt of proceeds is expected towards the end of this month,” Thor Giaever, Yara Investor Relations Executive.
Yara is advised by Wikborg Rein.
Suez's $3.5bn waste unit attracts Schwarz Group.
Suez's intended divestment of its European waste management business is attracting early interest from German retail tycoon Dieter Schwarz, Bloomberg reported.
The billionaire's Schwarz Group, a family-owned multinational retail group, is in the primary stages of considering a deal. The Suez unit, which includes operations in Germany and the Benelux countries, could fetch about $3.5bn.
Suez has been making preparations to invite bids for the business, and it could still opt to launch a formal auction process if it's unable to reach an agreement with Schwarz Group.
Apollo considers bid for AA. (FS)
Apollo Global Management, an American investment firm, is considering a $3.9bn takeover bid for AA, a UK roadside recovery service, Sky News reported.
Apollo told the AA board of its interest in making an offer for the company. AA already confirmed talks with three other prospective bidders, with the approach from Apollo said to be less advanced.
Atlantia to begin talks with Partners Group concerning Telepass sale. (FS)
Atlantia, an Italian infrastructure group, considers picking up Partners Group, a private equity firm, to start exclusive talks concerning the divestment of a minority stake in its toll-road payment business Telepass, Reuters reported.
The transaction, which will involve a stake of up to 49% in the unit, is expected to value the whole company at more than $2.3bn, including debt. The deal is expected to be signed off at the end of September or the beginning of October.
ValueAct disposes of its remaining shares in Rolls-Royce. (FS)
Activist shareholder ValueAct Capital Management sold out of Rolls-Royce, a British aero-engine maker, ending its relationship with the company five years after it became its biggest shareholder, Reuters reported.
Rolls has had a difficult time during the pandemic. It said in July it is looking at options to bolster its balance sheet after burning through $3.9bn in the first half of the year as planes stopped flying, cutting the revenues it receives from flying-hours.
ValueAct’s departure could not come at a worse time for Rolls-Royce as the pandemic hits the aerospace industry. The engine maker contemplates raising between $1.9bn and $2.6bn from shareholders to bolster its coronavirus-ravaged balance sheet.
Santander appoints William Vereker as UK chair. (People)
Santander, a Spanish bank, named William Vereker as chair of its UK arm. Vereker, who's been working in investment banking for 30 years, is currently the vice-chair of investment banking for the EMEA region at JP Morgan, FN reported.
In an August 7 statement, the bank said that Vereker will join the board on October 1 and succeed former Labour business minister Shriti Vadera, who has been at Santander UK for the last six years, as non-executive chair on November 1.
APAC
Byju's, an online education platform, agreed to acquire WhiteHat Jr, a Mumbai-based education technology start-up, for $300m.
“Empowering children with the right future skills has always been part of our vision at Byju's, and coding fits well into this. WhiteHat Jr’s coding product capabilities, combined with our pedagogy, expertise and scale, will help expand our learning offerings for school students," Byju Raveendran, Byju CEO.
Private equity firms River Head Capital and Ping An Capital led a $186m Series B financing round in Lepu Biotech, a biotechnology startup. SDIC, Haitong Innovation Capital Management and State New Central Enterprises Operating Investment Fund also participated in this round.
"Riverhead Capital highly recognizes Lepu Biotech’s leading advantages in terms of team experience, product pipeline, R&D capabilities and future commercialization. We are also very happy to cooperate with Lepu Biotech to build an integrated tumour immunotherapy platform based on the company’s rich R&D experience and product pipeline in the fields of antibodies, ADC and oncolytic viruses around tumour immunity and targeted therapy," Shi Shenghao, Riverhead Capital Managing Director.
Microsoft aims to acquire TikTok's entire global business.
Microsoft is chasing a deal to buy all of TikTok's global business. The company was seeking to buy the assets of TikTok in North America, Australia and New Zealand. It had not disclosed how much it was willing to pay, though ByteDance executives value all of TikTok at more than $50bn.
However, Reuters reported that Microsoft had not raised the prospect of acquiring the back-office assets of TikTok in its negotiations with ByteDance.
Dan Loeb's Third Point acquires stakes in Alibaba, JD.com. (FS)
Third Point, a New York-based hedge fund, took advantage of tensions around China's relationship with Hong Kong and the US to build out its e-commerce exposure with new positions in Alibaba Group Holding and JD.com during the second quarter, Bloomberg reported.
Dan Loeb said he expected both e-commerce companies to continue using their scale to increase revenue through targeted advertisements. He said he was also excited by the potential of some of Alibaba's other businesses. That includes the planned IPO of Ant Group, which is 33% owned by Alibaba.
"As the e-commerce market matures, we believe Alibaba and JD will leverage scale and growing repositories of transaction data to increase monetization of their platforms through targeted advertising to improve revenue yields," Dan Loeb.
Sun Life explores acquisitions in Asia.
Sun Life Financial, an international financial services organization, is looking for more acquisitions in Asia as the company expands its footprint in the region, Bloomberg reported.
The Canadian firm would be interested in increasing its stake in a joint venture on the mainland with China Everbright Group, an investment holding company, if its partners wanted to sell.
"We're very much looking for acquisitions in Asia across our core markets," Leo Grepin, Sun Life President for Asia.
Microsoft considers investing in ShareChat.
ShareChat, an Indian social media platform, is in talks with Microsoft for an investment of around $100m, Livemint reported.
If the deal materializes, the Microsoft investment will be about a third of what ShareChat is looking to raise in the latest funding round.
Baozun picks banks for Hong Kong second listing.
Baozun, a Chinese e-commerce service provider, selected banks for its planned second listing in Hong Kong, which could happen as soon as September, Bloomberg reported.
The US-traded company is working with Citigroup, CMB International Capital and Credit Suisse Group on the listing. Its Hong Kong share sale could raise as much as $500m.
Khazanah-backed Holstein Milk explores pre-IPO stake sale. (FS)
The owners of Holstein Milk, a Malaysian beverage producer, are planning to divest a stake in the company ahead of an IPO, Bloomberg reported.
Shareholders, including Khazanah Nasional, a sovereign wealth fund, are working with an adviser to sell some of their holdings in Holstein as part of a deal that could raise about $100m. New investors will be offered as much as a 30% stake in the company.
Xpeng files for US listing.
Alibaba and Xiaomi-backed Xpeng, a Chinese electric vehicle maker, filed to list its shares in New York, seeking to get a piece of the craze for EVs even as US-China relations are strained, Reuters reported.
The move comes as share prices of EV makers, including Tesla and Nio have surged in recent months. Funds from the IPO will go towards research and development in areas such as intelligent vehicle technologies and sales expansion.
Big Hit Entertainment receives preliminary approval for IPO.
Big Hit Entertainment, the management label of South Korean K-Pop group BTS, received preliminary approval for its planned initial public offering.
The plans for Big Hit's IPO were filed for a review in May.
HDFC to raise $1.87b via equity fundraise.
Housing Development Finance, a private sector mortgage financier, said that its board had approved the launch of its so-called qualified institutional placement offering to raise up to $1.87bn by selling equity shares and warrants.
HDFC, in a stock exchange filing, said that its board had approved the launch of the share sale and had fixed a floor price of $24.5 per share for the QIP offering, as per the formula prescribed by Securities and Exchange Board of India.
LOGOS seeks to raise $1.2bn for logistics ventures in Vietnam, South Korea. (FS)
ARA-backed LOGOS Property Group, a logistics developer and manager, is venturing into Vietnam and South Korea with a $1.2bn targeted capital raise, PERE reported.
The Sydney-headquartered logistics firm is planning to raise $400m in Vietnam and $800m in South Korea, respectively, for a develop-to-core strategy.
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