AUSTIN, Texas--(BUSINESS WIRE)--E2open, a leading cloud supply chain management software company, sent a letter on March 14, 2018 to the Board of Directors of Amber Road, Inc. (NYSE: AMBR) (“Amber Road” or the “Company”) affirming E2open’s prior proposal to engage in discussions regarding acquiring all of the outstanding shares of common stock of Amber Road for $10.50 per share in cash.
The letter stated that despite its repeated outreach, E2open has been unable to establish a substantive dialogue with the Company’s Board of Directors and seeks engagement by the Company to begin discussing a potential transaction immediately. E2open also stated in the letter that its willingness to engage in discussions regarding a potential combination of the two companies would expire on March 30, 2018 if the Company fails to engage with E2open by such date.
The full text of the letter sent to Amber Road’s Board of Directors is as follows:
Dear Members of the Board of Directors:
Despite your lack of engagement in connection with our prior proposals on behalf of E2open, LLC (“E2open”) to acquire all of the outstanding shares of Amber Road, Inc. (the “Company”) for cash at the proposed price of $10.50 per share, we are writing to once again affirm our interest in a transaction. We remain highly enthusiastic about this combination and are confident that your shareholders are similarly enthusiastic. Our cash offer, representing a premium of more than 50% to the unaffected share price on February 9, 2018, provides the Company’s shareholders with a significant premium to your current market value, coupled with high certainty given E2open’s deep experience in the industry and our investors’ large capital base to fund a transaction. We are eager to engage with the Company immediately to discuss a potential transaction.
Unfortunately, other than your letter rejecting our proposal to discuss a combination on February 12, 2018 and brief conversation with Barry Williams on March 5, 2018, followed by a second rejection letter on March 9, 2018, we have had no engagement with you. You have declined our repeated offers to engage in substantive discussions with you on the merits of our proposal, and it is not clear to us that you have engaged any outside advisors to help the Company consider a potential combination with E2open. Further, other than the brief conversation with Mr. Williams, we have been unable to establish any substantive dialogue with independent members of the Company’s Board of Directors. Your consideration of, and response to, our outreach is hardly “best-practices” for the corporate governance of a public company.
As we communicated to you on February 27, 2018, after we made public our proposal to acquire the Company on February 12, 2018, we received feedback from several of your largest shareholders expressing frustration that the Company has not engaged with E2open. These same shareholders advised us that they had communicated to you verbally or in writing their desire for the Company to engage with E2open in a potential transaction. We expect that your shareholders will be surprised to learn that the only contact since February 12, 2018 has been the single conversation with Mr. Williams in which he declined to engage meaningfully with us to discuss a potential transaction.
We believe many of the Company’s shareholders not only want but also expect a transaction to be achieved. This likely explains why your stock price remains elevated to nearly 40% above the unaffected price. While E2open remains highly interested in a combination with Amber Road, our willingness to engage with the Company regarding a combination will expire on March 30, 2018.
Once again, we are highly interested in discussing a potential combination on an expedited timeline, and we are available to meet at any time. We would welcome the opportunity to present our proposal directly to the Company’s Board of Directors or answer any questions that you or your advisors may have. We look forward to hearing from you soon.
This letter does not represent and will not create any legally binding or enforceable obligation. No such obligations will be imposed on E2open or the Company unless and until a mutually acceptable definitive agreement is executed by E2open (or an affiliate thereof), on the one hand, and the Company, on the other hand.
Very truly yours,
This communication and E2open’s letter to Amber Road’s Board of Directors is for informational purposes only and is not intended to, and does not, constitute an offer to buy, or solicitation of an offer to sell, any securities, a solicitation of a proxy or a substitute for any proxy statement, tender offer statement, prospectus or other filing or document that E2open and/or Amber Road may file with the Securities and Exchange Commission (the “SEC”) in connection with a potential transaction involving the two companies. In furtherance of any proposal that E2open may make to acquire Amber Road, and subject to future developments, E2open and/or Amber Road may file one or more proxy statements, tender offer statements, prospectus or other filings or documents with the SEC.
Safe Harbor Statements
This communication contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets” and similar statements. Among other things, statements that are not historical facts, including statements regarding E2open’s beliefs and expectations, are or contain forward-looking statements, which involve inherent risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those contained in any forward-looking statement. Accordingly, you should not place undue reliance on such statements. E2open assumes no obligation and does not intend to update any forward-looking statements contained in this communication, except as required by applicable law.
E2open is the one place, in the cloud, to run your supply chain, powered by the world’s largest direct business network and a broad portfolio of next generation solutions including Sourcing & Procurement, Quality & Traceability, Inventory Visibility & Optimization, Supply Planning & Response, Logistics & Fulfillment, S&OP/Financial Planning, Demand Planning & Sensing, Channel Data Management and Channel Performance Optimization. E2open enables the world’s largest and most complex supply chains to better plan, execute and collaborate. We understand supply chain. Bring us your challenges and E2open will deliver better outcomes. www.e2open.com.