This Amendment No. 2 (this “
Amendment
”) amends and supplements the
Tender Offer Statement on Schedule TO filed by Chicago Merger Sub, Inc., a Delaware corporation (the “
Offeror
”), Eagle Parent Holdings, LLC, a Delaware limited liability company (“
Parent
”), E2open, LLC, a Delaware
limited liability company (“
E2open
”), and the following private equity funds: (i) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership, (ii) Insight Venture Partners IX
(Co-investors),
L.P., a Cayman Islands exempted limited partnership, (iii) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership, (iv) Insight Venture Partners
(Delaware) IX, L.P., a Delaware limited partnership, (v) Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership, (vi) Insight Venture Partners Growth-Buyout Coinvestment Fund (B),
L.P., a Cayman Islands exempted limited partnership, (vii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited partnership, (viii) Insight Venture Partners Growth-Buyout Coinvestment
Fund (Delaware), L.P., a Delaware limited partnership, (ix) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership, (x) Insight Venture Partners X
(Co-Investors),
L.P., a
Cayman Islands exempted limited partnership, (xi) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership and (xii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership, ((i) through
(xii) collectively “
Insight
”) on June 3, 2019 (as previously amended on June 13, 2019, and as may be further amended or supplemented thereto, the “
Schedule TO
”). The Schedule TO relates to the tender
offer by Purchaser for all of the issued and outstanding shares of common stock, par value $0.001 per share (the “
Shares
”), of Amber Road, Inc., a Delaware corporation (“
Amber Road
”), at a price of $13.05 per Share,
net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated June 3, 2019 (together with any subsequent amendments or supplements thereto,
the “
Offer to Purchase
”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal and notice of guaranteed delivery that accompanied such Offer to Purchase. All capitalized terms
used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Schedule TO and the Offer to Purchase.
All of the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated herein by reference in response to
Items 1 through 9 and Item 11 of the Schedule TO, except as otherwise set forth below. Capitalized terms used but not defined in this Amendment have the meanings given to such terms in the Offer to Purchase. This Amendment should be read together
with the Schedule TO.
Items 1–9 and Item 11
Items 1 through 9 and item 11 are hereby amended and supplemented to include the following:
“At one minute after 11:59 p.m. Eastern Time on July 1, 2019, the Offer expired as scheduled and was not extended.
Purchaser was advised by the Depositary and Paying Agent that, as of the Expiration Date, a total of 23,640,724 Shares (excluding Shares delivered pursuant to notice of guaranteed delivery procedures) were validly tendered in, and not withdrawn
from, the Offer, representing approximately 78.4% of Shares then outstanding on a fully diluted basis (as determined pursuant to the Merger Agreement). In addition, Notices of Guaranteed Delivery had been delivered with respect to 487,177 additional
Shares, together with all other Shares validly tendered in, and not withdrawn from, the Offer, representing approximately 79.9% of Shares then outstanding on a fully diluted basis (as determined pursuant to the Merger Agreement). The number of
Shares tendered pursuant to the Offer (excluding Shares delivered pursuant to notice of guaranteed delivery procedures) satisfied the Minimum Condition. Accordingly, all conditions to the Offer having been satisfied, Purchaser accepted for payment,
and expects to promptly pay for, all Shares validly tendered in, and not withdrawn from, the Offer.
The Merger is expected
to be completed under Section 251(h) of the DGCL on July 2, 2019. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time and not tendered pursuant to the Offer (other than (A) the Excluded
Shares and (B) the Dissenting Shares) will be cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the Offer Price without interest thereon and less any applicable withholding taxes. In
addition, at the Effective Time, each share of Purchaser common stock that was outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and non assessable share of common stock of the Surviving
Corporation.