Customers to Receive Unprecedented Integration
of E2open’s and Amber Road’s End-to-End Supply Chain and Global
Trade Management Capabilities – Delivered with the Speed of the
Cloud
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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version on businesswire.com: https://www.businesswire.com/news/home/20190513005279/en/
E2openSales and Customer Information:Diane Mitchell | VP,
Marketing | E2open | Diane.Mitchell@e2open.com | 512-735-5692Media
Contact:WE Communications for E2open | e2open@we-worldwide.com |
512-527-7029Amber RoadInvestor Relations
Contact:Staci Mortenson,
ICR201-806-3663InvestorRelations@AmberRoad.comMedia
Contacts:Phil Denning,
ICR646-277-1258Phil.Denning@ICRinc.comAnnika Helmrich, Amber Road,
US & Canada201-806-3656AnnikaHelmrich@AmberRoad.comMartijn van
Gils, Amber Road, Europe & Asia+31
858769534MartijnvanGils@AmberRoad.com
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