E2open and Amber Road Announce Definitive Acquisition Agreement

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.

On May 13, 2019

E2open and Amber Road, Inc. have entered into a definitive agreement for the acquisition of East Rutherford-based 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.

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