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A
sia
Paci?cPrivate
Equit
y2024
AlmanacAsia
Paci?c
Private
Equity
2024
AlmanacContentsForeword02030513152224Executive
summaryMarket
insightsLooking
to
the
futureMarketstatisticsDry
powder
and
fundraisingDeloitte
Asia
Paci?c
Private
Equity
teamAppendixTop
deals
by
geographyOur
approach253132Glossary01Asia
Paci?c
Private
Equity
2024
Almanac|
ForewordForewordWelcometotheinauguralDeloitte
Asia
Paci?cPrivateEquityAlmanac.Private
Equity
(PE)
plays
apivotal
rolein
the
health
and
growth
of
economies
around
the
world,and
nowhere
more
so
than
in
Asia
Paci?c.
The
share
of
PEdry
powder
in
Asia
Paci?c
is
disproportionately
large
relativeto
the
region’s
PEvolumes:
Asia
Paci?c
PEdry
powder
is
23.7%of
the
global
total1whereas
Asia
Paci?c
PEdeals
only
accounted–
a
clear
indication
of
theDwight
HooperPartnerCo-Leader,
Deloitte
Asia
Paci?c
Private
Equityfor
15.2%of
global
PEdeals
in
20232increasing
momentum
of
PEcapital
deployment
in
the
region.Deloitte
is
deeply
committed
tosupporting
the
industryand
enjoys
a
privileged
position
as
a
trusted
value
creationadvisor
across
the
end-to-end
PEownership
cycle
tomanyof
the
leading
participants
in
the
market
–
be
it
deal
originationand
due
diligence
or
operational
consulting
through
tofundvaluations
and
audits.
This
exposure
and
our
extensiveexperience
across
the
sector
put
us
inastrong
positiontodevelop
unique
insights
and
perspectives
on
the
marketand
toprovide
analysis
and
commentary
on
market
trendsand
trajectories.SatoshiSekinePartnerOur
aim
in
producing
this
Almanac
is
to
provide
both
a
detailedand
comprehensive
picture
of
PEactivity
across
Asia
Paci?c
in2023,
and
an
analysis
of
the
overarching
themes
that
emerged.Wehave
striven
topresent
those
trends
within
the
contextof
recent
market
history
and
have
also
cast
our
gaze
into
thefuture
toexplore
some
of
the
likely
trends
and
in?uences
thatwe
believe
will
drive
activity
in
the
coming
year.Co-Leader,
Deloitte
Asia
Paci?c
Private
EquityWehope
you
?nd
this
both
useful
and
thought-provokingand
would
welcome
the
opportunity
todiscuss
our
?ndingsand
perspectives
in
more
detail.The
Asia
Paci?c
PE
market
is
dynamicand
growing.
Deloitte’s
private
equityteams
throughoutAsia
Paci?c
are
proudto
play
ourpart
supporting
clients
acrossthe
end-to-end
PE
ownershipcycle
andliving
up
to
Deloitte’s
purpose:
makingan
impactthat
matters.1.
Preqin2.
Mergermarket02Asia
Paci?c
Private
Equity
2024
Almanac|
Executive
summaryExecutive
summar
yThe
yearA
sia
Paci?c
PE
grew
upInvestors
may
have
hoped
for
2023to
represent
a
long-awaitedreturn
tonormal
following
years
ofCOVID-19disruptions;however,
that
failed
to
materialise.
In
fact,
slowing
growth,
morecostly
debt,
and
fundraising
di?culty
have
led
many
tolabel2023
as
the
end
of
an
era
for
PEin
Asia
Paci?c.
But
in
hindsight,we
may
look
at
2023as
the
year
Asia
Paci?c
PEgrew
up.Ayearwhen
?atwasawin2023was
a
challenging
year
for
PE:
sentiment
waslow,
with
an
unusually
high
number
of
failed
deals
andtransaction
volumes
down
(buyout
investments
droppedfrom
1,061deals
in
2022
to947
in
2023);processes
tooklonger
and
exits
remained
challenging
(US$60B
comparedAll
but
the
most
seasoned
professionals
may
now
be
inunfamiliar
territory,
dealing
with
conditions
they
have
notencountered
before,
but
in
many
ways
the
Asia
Paci?c
marketis
beginning
tolook
more
like
its
mature
western
counterparts.PEbuyout
transactions
arebecoming
much
more
widelyaccepted
in
markets
where
previously
they
were
not
–
Japanand
India
–while
China’s
slower
growth
is
driving
afocus
ontarget-screening
criteria,
strong
business
plans
and
operationalimprovements
that
are,
ultimately,
far
more
sustainable
thantop-line
growth
and
speed
tomarket.toUS$63B
in2022).
But
despite
this,
transaction
value3remained
e?ectively
?at
(buyout
investments
ofUS$119Bcompared
toUS$109Bin2022)with
alargeproportionre?ecting
portfolio
management.Ahurdle-rate
handicapmoderatesvaluationsWhile
operational
performance
has
returned,
PEexitvaluations
have
not.
Higher
interest
rates
and
greatermacro-environment
uncertainty
are
eating
into
thepotential
returns
for
?nancial
buyers,
whose
target
hurdlerates
have
not
changed.
Inevitably,
higher
?nancing
costsare
driving
buyers
tolower
their
potential
entry
prices,e?ectively
adding
a
hurdle-rate
handicap
tovaluations.Slowinggrowth,
more
costly
debt,
andfundraisingdi?culty
have
led
many
tolabel
2023
as
the
end
of
an
era
for
PEinAsia
Paci?c.But
in
hindsight,
we
maylook
at
2023
as
the
yearAsia
Paci?c
PEgrew
up.The
emergence
ofthenon-process
sales
processWith
many
deal
processes
foundering
on
this
handicap,PEfunds
are
employing
softer
but
slower
approachestoasset
sales
–
and
di?erent
kinds
of
deals
–
toavoidthe
practical
di?culties
and
negative
perceptions
thataccompany
a
failed
process.
These
dynamics
may
favourboth
strategic
sellers,
for
whom
price
is
not
the
onlyconcern,
and
strategic
buyers,
who
often
require
moretime
tocomplete
a
deal.
Meanwhile,
PEbuyers,
canmake
use
of
less
stringent
process
timelines
toexplorecreative
structuring
to
help
bridge
the
persistent
bid-askvaluation
gap
with
sellers,
such
as
partial
deals
withearn-outs,
synergies
with
existing
portfolio,
or
hybriddebt/equity
solutions.3.
Note:
unless
otherwise
noted,
statistics
throughout
the
Almanac
are
based
on
Deloitte
analysisof
market
data;
additional
details
are
provided
in
the
‘Market
statistics’
section
beginning
on
page
1503Asia
Paci?c
Private
Equity
2024
Almanac|
Executive
summaryThe
subdued
transaction
volume
in
the
market
cannot
andwill
not
persist
forever,
and
green
shoots
are
already
showing.Interest
rates
may
have
peaked
and,
following
more
thanayear
ofsuppressed
volumes,
the
accumulation
ofbothdry
powder
and
ageing
assets
is
pressuring
GPs
totransact.New
and
current
investors
are
unlikely
to
invest
further
fundswhile
PEhouses
sit
on
such
signi?cant
stores
of
dry
powderand
swelling
portfolios
of
aging
assets.
There
are
deals
tobe
done,
dry
powder
tobe
spent,
and
value
tobe
created
–it
will
just
take
operational
work,
bilateral
negotiations,
anda
bit
of
creativity.Fundraisingstalemate
today:
investmentopportunities
tomorrow?The
fundraising
‘stalemate’
drastically
reduced
the
numberof
funds
closed
(385)
and
dry
powder
raised
(US$63.2B)for
Asia
Paci?c
PEfunds
across
strategies
(buyout,
VC,secondaries,
fund-of-funds,
and
special
situations)
–a
ten-year-low.
The
longer
this
stalemate
continues,
themore
vintages
that
will
exist
with
a
limited
set
of
buyoutfunds.
This
will
mean
that
as
GPs
move
into
exit
modefor
their
older
vintages
in
two,
three
or
four
years,
theremay
be
meaningfully
fewer
funds
in
investment
modecompeting
for
deals.Diverging
strategies,
butChinaexposure
keytoagloballybalancedportfolioInterest
in
China
is
at
a
relatively
low
ebb,
at
least
byrecent
standards,
and
PEinvestors’
view
on,
and
strategiesfor,China
have
become
varied
and
divergent.
Lookingahead,
the
same
denominator
e?ect
that
is
currentlykeeping
LP
money
away
from
PEfunds
topreserveasset-class
diversity
in
portfolios
may
serve
topush
LPsback
into
China
in
order
topreserve
geographic
portfoliodiversity.
In
fact,
many
believe
the
market
has
already
hitpeak
pessimism
for
China
and,
for
those
able
toinvest
withconviction,
this
may
be
a
good
time
toput
money
toworkthere.
Either
way,investors
will
not
be
able
toignore
theworld’s
second-largest
economy
in
their
global
portfolios.Operationsinthedriving
seatandmore-creativeroutestoLP
liquidityIn
the
face
of
low
transaction
volumes
and
the
challengeinachieving
satisfactory
exit
valuations,
PEfunds
areincreasingly
focusing
on
driving
value
through
operationalimprovement
and
funding
dividends
via
more
ambiguousliquidity
strategies
including
continuation
funds,
partialexits,
and
strip
sales
or
portfolio
sales
tosecondary
fundsor
fund-of-funds.04Asia
Paci?c
Private
Equity
2024
Almanac|
Market
insightsMarket
insights2023
–
an
in?ection
pointTransitioningtoamorematureAsia
Paci?cPEmarketMarket
uncertainty,
high
?nancingcosts,Following
years
of
low-cost
debt,
supportive
public
marketexits,
and
seemingly
ever-increasing
valuations,
the
tidebegan
toturn
in
late
2022with
a
drop
in
M&A
transactionvolumes
that
continued
throughout
2023.
In
much
of
theworld,
accommodative
monetary
policy
and
governmentsubsidies
that
supported
economic
activity
throughoutCOVID-19led
tostrong
economies
with
low
unemployment,but
also
torising
in?ation,
which
was
exacerbated
by
supplychain
disruptions
and
heightened
geopolitical
concerns.In
response,
central
banks
raised
rates,
resulting
in
more-costly
deal
?nancing
for
PEfunds.and
slowergrowth
are
all
combining
tomake
it
a
challenging
environment
for
PEdealactivity.So,
in
the
same
way
that
the
world
economy
struggledtoadjust
tothe
onset
of
a
global
pandemic,
it
has
struggledtoreturn
tonormalcy
coming
out
of
a
pandemic.
Growth
rateshave
returned
post
COVID-19but
appear
tohave
settled
lowerthan
they
werepre-pandemic
–particularly
inAsia
Paci?c.Geopolitical
events
are
disrupting
markets
and
supply
chainsremainunder
pressure.
While
in?ation
has
largely
slowed,there
is
still
no
clear
consensus
on
when
or
how
quickly
centralbanks
will
lower
rates.
Market
uncertainty,
high
?nancing
costs,and
slower
growth
are
all
combining
tomake
it
a
challengingenvironment
for
PEdeal
activity.GDP
growth
byregion,
2014-2028E7.0%5.0%3.0%1.0%-1.0%-3.0%-5.0%-7.0%Average,24E-28E4.1%1.9%2.3%2014
2015
2016
2017
2018
2019
2020
2021
2022
2023E
2024E
2025E
2026E
2027E
2028EAsia
Paci?c
Europe
North
AmericaSource:
IMF05Asia
Paci?c
Private
Equity
2024
Almanac|
Market
insightsConsidering
this
backdrop,
many
PEmarket
participants
andobservers
have
argued
that
2023marked
the
end
of
an
era
forPE.
Globally,
a
period
of
low-cost
debt
that
began
following
theglobal
?nancial
crisis,
has
come
toan
end,
with
the
returnof
high
benchmark
rates.
In
certain
parts
of
Asia
Paci?c,
thisis
compounded
by
slowing
growth
rates.
China’s
GDP
growthwas
estimated
tobe
5.2%
in
2023;apart
from
COVID-19years,??Australia
experienced
a
pivot
away
from
sectors
highlyexposed
todiscretionary
consumer
expenditures
withgreater
focus
on
resilient
sectors
such
as
healthcare
andeducation,
or
those
tied
tonew
energy
transition
–
thoughrelatively
few
of
these
transactions
closed
over
the
courseof
the
year.Meanwhile,
slower
growth
in
China
has
dampened
someinvestors’
appetite
in
the
region.
But
this
does
not
meanthe
end
of
inbound
investment.
Slowing
growth
is
naturaland
expected
of
economies
as
they
reach
a
certain
scale;the
US
is
the
largest,
most-developed
PEmarket
in
the
world,despite
having
lower
growth
and
higher
interest
rates
thanmany
parts
of
Asia.
A
slower-growth
environment
simplyrequires
more
stringent
target-screening
criteria,
developingstrong
business
plans
and
focusing
on
operationalimprovements
rather
than
a
focus
on
top-line
growth
andspeed
todeploy
capital,
as
is
the
focus
in
a
high-growthmarket.
This
shift
in
growth
pro?le
can
therefore
be
seenas
a
point
of
in?ection
for
how
PEfunds
invest,
and
anotherindication
of
the
maturing
Asia
Paci?c
PEmarket.which
were
exceptional,
that
is
the
lowest
rate
since
1990.4This
leaves
the
industry
in
an
unusual
position
regarding
talentand
experience,
with
all
but
the
most
senior
and
experiencedPEprofessionals
having
cut
their
teeth
and
built
their
careersin
a
cheap-debt,
high-growth
environment.
These
conditionshave
disappeared,
and
professionals
are
now
facing
atransition
from
growth-oriented
deals
backed
by
cheap
debttoinvestments
that
focus
on
operations
and
that
will
deliverthe
cash?ow
needed
tosupport
costly
debt
payments.However,on
closer
inspection,
this
does
not
look
like
theend
of
an
era
for
Asia
Paci?c
PE.
In
contrast
tothe
westernPEmarkets
that
rely
heavily
on
leveraged
?nance
tosupportdeals
(Term
Loan
B
or
high-yield
bond
?nancing),
Asia
Paci?cPEfunds
often
utilise
local
bank
?nancing,
which
somewhatinsulates
them
from
the
rise
in
rates
seen
globally.So,
perhaps
what
we
are
really
seeing
is
not
so
much
theend
of
an
era
for
Asia
Paci?c
PEmarkets,
but
the
beginningof
a
more
mature
phase
in
which,
in
various
ways,
theyare
coming
tomore-closely
resemble
and
behave
like
theirwestern
counterparts.?While
di?cult
IPO
markets
(Asia
Paci?c
IPO
proceedsdropped
33%
in
2023)
and
macroeconomic
uncertainty5reduced
transaction
volumes
overall
in
Asia
Paci?c
(buyoutinvestments
dropped
from
1,061
deals
in2022to947deals
in
2023),
activity
remained
strong
in
some
places,notably
Japan
(dealvalue
in
USD
and
JPY
up
year-on-year48.5%
and
68.5%
respectively
in
2023),
where
public-to-private,
corporate
carve-out
and
business
successiontransactions
provided
PE?rms
with
ample
investmentopportunities.
In
fact,
the
growing
acceptance
ofPE-ownership
–demonstrated
by
these
public
companytransactions
–
can
be
viewed
as
a
sign
of
a
maturing
PEmarket.
Similarly,
India
experienced
a
signi?cant
increasein
buyout
deal
value
(up
67.2%year-on-year
in
USD
and102.4%in
INR),
an
expression
of
the
growing
acceptanceof
buyout
transactions
in
a
market
that
has
historicallyskewed
towards
growth
investments.Activity
remained
strong
in
some
places,notably
Japan
(deal
value
in
USD
andJPY
up
year-on-year
36.4%
and
54.9%respectively
in
2023),
where
public-to-private,
corporate
carve-out
and
businesssuccession
transactions
provided
PE
?rmswith
ample
investment
opportunities.4.
China’s
National
Bureau
of
Statistics5.
Dealogic06Asia
Paci?c
Private
Equity
2024
Almanac|
Market
insightsAhurdle-rate
handicapSame
valuations,di?erent
problemsUnfortunately,
that
view
was
only
partly
correct:
mostcompanies’
operational
performance
has
returned
toornear
topre-COVID-19
levels,
but
PEexit
valuations
have
not.Instead,
higher
interest
rates
and
greater
macro-environmentuncertainty
are
eating
into
the
potential
returns
for
?nancialbuyers,
whose
target
hurdle
rates
have
not
changed.
Withthe
possible
exception
of
Japan,
where
?nancing
is
relativelyinexpensive,
hitting
those
hurdle
rates
is
increasingly
di?cultat
pre-COVID-19
valuations.
Carrying
higher
?nancing
costsand
investing
into
a
more
conservative
business
case
inevitablydemands
that
buyers
lower
their
entry
price,
e?ectively
addinga
hurdle-rate
handicap
tovaluations.2023
was
e?ectively
the
?rst
year
of
post-COVID-19
economicactivity
in
Asia
Paci?c.
China
ended
its
zero-COVID-19policyin
January;
Japan
lifted
its
travel
restrictions
in
April;
andKorea
ended
inbound
quarantine
requirements
in
June.For
PEportfolio
companies,
this
led
toa
rolling
o?
of
thepro
forma
adjustments
used
throughout
COVID-19,asoperational
performance
returned
topre-COVID-19
levels.Over
the
preceding
years,
many
GPs
made
the
argumentthat
their
portfolio
company
valuations
should
remain
steadydespite
receding
comparable
public-marketvaluations.This
re?ected
the
oft-espoused
bene?t
of
private
holdings
–less-volatile
valuations
with
no
need
toconstantly
mark-to-market.
It
also
represented
aview
that
the
impactofCOVID-19on
portfolio
company
operations
wouldbe
transient,
with
operations
returning
topre-COVID-19levels
after
the
pandemic
ended.
The
prevailing
viewwas
that
portfolio
company
valuations
would
also
return.KeyAsian
exchangeindices,
2014-20234003503002502001501005002014HKEX2015KOSPI201620172018201920202021202220232024Nikkei
225
IndexS&P
BSE
Sensex
IndexShanghai
SE
CompositeSource:
Re?nitivAsia
Paci?cmediansponsor/tradeexits,
2014-202330201021.113.011.82014201520162017201820192020202120222023EBITDA
MultipleEBIT
MultipleEarnings
MultipleSource:
Mergermarket07Asia
Paci?c
Private
Equity
2024
Almanac|
Market
insightsAmorphous
sales
processesReported/rumored
reasons
for
failedprocesses,2023Hesitant
tolaunchandlongertocloseDeal
termsManagementOver
the
past
few
years,
PEasset
sale
processes
have
facednumerous
headwinds:
COVID-19,geopolitical
shocks,
supplychain
disruptions,
currency
movements,
increased
interestrates,
and
bid-ask
valuation
gaps
to
name
just
a
few.
Deloitte’sanalysis
of
Asia
Paci?c
PEdeals
in
market
suggests
that
atleast
50
processes
for
PEassets
were
pulled
or
paused
in2023as
a
result
of
these
dynamics.change
(buyer)New
bidderPoorValuationgapperformanceRegulatoryIn
the
face
of
this
uncertainty,
many
PEsellers
wereunconvinced
that
launching
a
formal
sell-side
process
wouldresult
in
a
binding
bid
at
a
valuation
that
they
could
accept.As
a
result,
PEsellers
and
their
sell-side
advisors
shied
awayfrom
traditional
two-round
processes
and
increasingly
useda
new
tactic
to
avoid
failed
deals:
not
‘launching’
a
deal.
Instead,throughout
2023many
deals
started
as
investment
banksand
sellers
‘soft
sounding’,
‘testing
waters’
or
conducting
‘earlydiscussions.’
And
when
deals
did
start
in
earnest,
there
wasoften
no
set
timeline
or
de?nitive
process
letter.
In
this
way,processes
in
2023functioned
more
like
bilateral
–
or
moreaccurately
multi-lateral
–
negotiations
between
seller
andbuyer(s).
While
PEsellers
still
had
lofty
valuation
expectations,they
valued
discretion
from
potential
buyers
toprevent
theirassets
being
tainted
by
a
‘failed
process’.
The
result
was
manypro-long
processes,
with
some
dragging
on
for
six,
nine,
or
even12
months
without
resolution.Pursue
IPOLack
ofinterestSource:
Deloitte
Asia
Paci?c
PE
Opportunity
PipelineHowever,for
strategic
sellers,
particularly
founders
orcorporates
selling
an
asset
due
tomanagement-successionissues,
it
was
a
di?erent
story
and
price
was
not
the
onlyconcern.
This
category
of
seller
wants
to
understand
how
PEfunds
can
improve
and
grow
the
business,
to
provide
comforttoemployees
and
other
stakeholders,
such
as
suppliers,customers
and
the
wider
community.
Unencumbered
bya
strong
valuation
expectation,
the
risk
of
a
failed
processis
lower
for
these
sellers.
As
a
result,
Japan,
where
it
isestimated
that
as
much
as
60%
of
PEdeals
are
drivenby
succession
issues,
continued
tosee
a
strong
pipelineof
traditional
processes
in
2023.The
slower-paced
deal
environment
for
portfolio
companysales
is
likely
tocontinue
in
2024and
may
favour
strategicbuyers,
who
often
require
more
time
tocomplete
a
deal.Meanwhile,
PEbuyers,
can
make
use
of
less
stringent
processtimelines
toexplore
creative
structuring
tohelp
bridge
thepersistent
bid-ask
valuation
gap
with
sellers,
such
as
partialdeals
with
earn-outs,
synergies
with
existing
portfoliocompanies,
or
hybrid
debt/equity
solutions.08Asia
Paci?c
Private
Equity
2024
Almanac|
Market
insightsPortfolio
managementand?exible
‘exits’Operationsandliquidity
arethenewinvestmentsandexitsThe
tough
IPO
market
and
valuation
mismatches
have
drivena
change
in
GP
mindsets
about
exits
as
well.
LPs
contributecapital
when
the
GP
acquires
a
company
and
issues
a
capitalcall.
They
get
their
investment
back
through
distributionstopaid-in
capital
(DPI),
typically
as
dividend
payments
andproceeds
from
the
company’s
sale.
With
rising
interest
rates,dividend
recapitalisations
are
di?cult
and
costly,
leavingportfolio
company
sales
as
the
primary
way
toreturn
capitaltoLPs.
However,in
a
challenging
exit
market,
the
once-straightforward
idea
of
selling
assets
toreturn
cash
toLPshas
morphed
into
a
larger,more
ambiguous
set
of
‘liquiditystrategies.’
In
an
e?ort
toreturn
capital
toLPs,
PEfunds
haveemployed
a
range
of
creative
means
togenerate
liquidityoutside
of
the
traditional
sale
of
IPO,
such
as:In
the
face
of
fewer
transactions
and
a
perhaps
understandableunwillingness
toexit
at
market
valuations,
PEfunds
turnedtheir
attention
tooperations
throughout
the
year.This
shift
infocus
was
re?ected
by
an
increase
in
bolt
on
activity,
changestoportfolio
company
talent,
and
a
greater
proportion
of
deal-team
time
being
spent
on
portfolios
rather
than
new
deals.In
fact,
while
the
Asia
Paci?c
market
for
buyout
investmentsappeared
toremain
?at
in
2023at
US$116B
(vs.
US$109Bin
2022),a
large
portion
of
activity
was
portfolio
related.Five
of
the
ten
largest
Asia
Paci?c
buyout
investments
in2023featured
some
element
of
portfolio
management
–bolt
ons,
selling
between
a
GP’s
own
funds,
and/or
partial
sales.?Continuationfunds
toextend
the
ownership
period
ofindividual
assets,
for
example
PEP’s
single-asset
continuationfund
for
Up
Education,
an
asset
held
since
2015,or
EQT’stransfer
of
Vistra
into
its
latest
fund
via
merger
with
Tricor.Asia
Paci?cPEstrategies
to‘navigatethedownturn’?Partial
exits,
which
retain
valuation
upside
while
partiallymonetising
for
LPs,
for
example
A?rma
Capital’s
partial
stakesale
in
TBO
Tek
toGeneral
Atlantic,
or
Bain’s
partial
sale
ofWorks
Human
Intelligence
in
Japan
–
which
also
transferredBain’s
holding
into
its
latest
fund.Expanding
operating
capabilitiesAccelerate
investmentsAdd
on
acquisitionsFocusing
on
non-cyclical
sectorsMake
minority/other
equity
investmentsUtilising
earn-outs?Stripsales
orportfolio
sales
tosecondary
funds/funds-of-funds
tobalance
liquidity
needs
while
capturing
furtherupside
in
the
assets
owned,
for
example
Coller
Capital’sinvestment
in
Legend
Capital’s
healthcare
assets;
as
moreGPs
explore
this
option,
we
are
seeing
continued
growthin
the
em
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