E2open
and Amber Road, Inc. (NYSE:AMBR) (“Amber Road”), today announced they
have entered into a definitive agreement for the acquisition of Amber
Road in an all-cash transaction valued at approximately $425 million.
Under the terms of the agreement, a subsidiary of E2open will commence a
tender offer for all the outstanding shares of Amber Road common stock
for $13.05 per share in cash. The Board of Directors of Amber Road has
unanimously approved the definitive agreement and recommends that Amber
Road shareholders tender their shares in the tender offer. Upon closing,
Amber Road will become a privately held company. Closing of the
transaction is subject to customary closing conditions, including a
majority of the outstanding shares having been tendered in the tender
offer and clearance under the Hart-Scott-Rodino (HSR) Antitrust
Improvements Act of 1976, as amended. The parties expect the transaction
to close before the end of the third quarter of fiscal year 2019.
E2open is one of the premier cloud-based providers of networked supply
chain solutions, featuring a complete portfolio of applications that
enable the world’s most complex supply chains to better plan,
collaborate, and execute their end-to-end operations. Many of the
largest brands, manufacturers, and logistics operators across a range of
industries use the E2open network and platform to orchestrate their
global supply chains creating significant efficiencies.
Amber Road’s cloud-based global trade management (GTM) platform helps
companies across all industries to digitize their supply chain with rich
solutions across sourcing, global logistics and trade compliance. To
speed cycle times and improve decisions, the platform is powered by
Global Knowledge, a digital repository of global trade rules and
regulations across 170 countries. Amber Road maintains a global trade
network of suppliers, product testing firms, transportation carriers,
forwarders, brokers, and other customs regimes to promote collaboration
and streamline end-to-end processes. Amber Road has built a strong
reputation of successfully automating the complex supply chains of
Global 1000 companies as well as serving a range of mid-enterprise
customers in a variety of industries.
The combination of E2open and Amber Road will allow customers to operate
their entire end-to-end supply chain – from sourcing to manufacturing to
trade management to logistics and distribution to omni-channel
operations – from one place in the cloud. Specifically, the addition of
Amber Road’s solutions will extend E2open’s portfolio with:
-
Rich trade content information services to improve sourcing decisions
and lower costs; -
Integrated trade management solutions to automate import and export
processes; -
Extensive duty deferral and free trade agreement management solutions
to improve margins; -
Comprehensive sourcing solutions for brand companies in the apparel
and footwear industries; and -
A complementary network of global trade partners with customs filing
capabilities.
“The combination of E2open’s supply chain and logistics technologies
with Amber Road’s global trade management platform will also allow
customers to more fully digitize their operations and better compete in
global markets. The deal will also deliver an excellent return for Amber
Road’s shareholders, as the $13.05 price per share being paid by E2open
represents roughly a 45% premium to Amber Road’s 90-day average closing
price,” said James Preuninger, Chief Executive Officer of Amber Road.
Based on E2open’s and Amber Road’s prior integration experience with
other companies, it is anticipated that customers will enjoy
strengthened services and solutions offered by the combination.
“In joining forces we envision a solution suite with accelerated
innovation to connect, streamline, and operate all aspects of global
sourcing, manufacturing, logistics, distribution, trade and compliance,
resulting in immediate benefits for all stakeholders. Using a
combination of enterprise-class software, intelligent trade content, and
a global trade network, Amber Road has transformed the manner in which
companies manage global trade and established itself as the thought
leader in this space,” said Michael Farlekas, President and Chief
Executive Officer of E2open. “We believe combining Amber Road’s advanced
trade management and supply chain capabilities with E2open’s end-to-end
networked supply chain solutions will further improve margins, lower
risks and drive operational flexibility and efficiency for our
customers.”
KeyBanc Capital Markets Inc. is acting as exclusive financial advisor to
Amber Road Inc. in a thorough and comprehensive evaluation of several
strategic opportunities. Dentons US LLP is acting as Amber Road’s legal
counsel. Credit Suisse and Lazard are serving as financial advisors to
E2open, and Willkie Farr & Gallagher LLP is serving as legal counsel.
Additional details about the definitive agreement will be contained in a
Current Report on Form 8-K to be filed by Amber Road with the U.S.
Securities and Exchange Commission (the “SEC”).
About E2open
At E2open, we’re creating a more connected, intelligent supply chain. It
starts with sensing and responding to real-time demand, supply and
delivery constraints. Bringing together data from customers,
distribution channels, suppliers, contract manufacturers and logistics
partners, our collaborative and agile supply chain platform enables
companies to use data in real time, with artificial intelligence and
machine learning to drive smarter decisions. All this complex
information is delivered in a single view that encompasses your demand,
supply and logistics ecosystems. E2open is changing everything. Demand.
Supply. Delivered. Visit www.e2open.com.
E2open, the E2open logo and Harmony are registered trademarks of E2open,
LLC. All other trademarks, registered trademarks and service marks are
the property of their respective owners.
About Amber Road
Amber Road’s (NYSE:AMBR) mission is to dramatically transform the way
companies conduct global trade. As a leading provider of cloud-based
global trade management (GTM) software, trade content and training,
Amber Road helps companies all over the world create value through their
global supply chain by improving margins, achieving greater agility and
lowering risk. Amber Road creates a digital model of the global supply
chain that enables collaboration between buyers, sellers and logistics
companies. Amber Road replaces manual and outdated processes with
comprehensive automation for global trade activities, including
sourcing, supplier management, production tracking, transportation
management, supply chain visibility, import and export compliance, and
duty management. Amber Road provides rich data analytics to uncover
areas for optimization and deliver a platform that is responsive and
flexible to adapt to the ever-changing nature of global trade.
Additional Information and Where to Find It
The Offer for the outstanding shares of the Company referenced in this
communication has not yet commenced. This announcement is for
informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of the Company, nor is it a
substitute for the Offer materials that Parent and Purchaser will file
with the SEC upon commencement of the Offer. At the time the Offer is
commenced, Parent and Purchaser will file Offer materials on Schedule
TO, and the Company will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the Offer. THE OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF SHARES OF THE COMPANY ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT HOLDERS OF THE COMPANY SECURITIES SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The
Offer to Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all holders of shares of the
Company at no expense to them. The Offer materials and the
Solicitation/Recommendation Statement will be made available for free at
the SEC’s web site at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, the Company files annual,
quarterly and current reports and other information with the SEC. The
Company’s filings with the SEC are available for free to the public from
commercial document-retrieval services and at the website maintained by
the SEC at www.sec.gov.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements. These
forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,”
“potential,” or similar expressions. By their nature, forward-looking
statements involve risks and uncertainty because they relate to events
and depend on circumstances that will occur in the future, and there are
many factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking
statements. Forward-looking statements include, among other things,
statements about the potential benefits of the proposed transaction; the
prospective performance and outlook of the Company’s business,
performance and opportunities; the ability of the parties to complete
the proposed transaction and the expected timing of completion of the
proposed transaction; as well as any assumptions underlying any of the
foregoing. The following are some of the factors that could cause actual
future results to differ materially from those expressed in any
forward-looking statements: (i) uncertainties as to the timing of the
Offer and the Merger; (ii) the risk that the proposed transaction may
not be completed in a timely manner or at all; (iii) uncertainties as to
the percentage of the Company’s stockholders tendering their shares in
the Offer; (iv) the possibility that competing offers or acquisition
proposals for the Company will be made; (v) the possibility that any or
all of the various conditions to the consummation of the Offer or the
Merger may not be satisfied or waived, including the failure to receive
any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on such
approvals); (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement , including in circumstances that would require the Company to
pay a termination fee or other expenses; (vii) the effect of the
pendency of the proposed transaction on the Company’s ability to retain
and hire key personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, its business
generally or its stock price; (viii) risks related to diverting
management’s attention from the Company’s ongoing business operations;
(ix) the risk that stockholder litigation in connection with the
proposed transaction may result in significant costs of defense,
indemnification and liability; and (x) other factors as set forth from
time to time in the Company’s filings with the SEC, including its Form
10-K for the fiscal year ended December 31, 2018, and Form 10-Q for the
quarterly period ended March 31, 2019, as well as the Tender Offer
Statement on Schedule TO and other tender offer documents that will be
filed by Purchaser and Parent. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date hereof. The Company expressly disclaims any intent or obligation to
update, supplement or revise publicly these forward-looking statements
except as required by law.
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