A Transaction Valued at Over $300 Million, Representing a 52% Premium to the Closing Stock Price on February 9th, 2018

AUSTIN, TX – February 12, 2018 – E2open, a leading cloud supply chain management software company, today announced that it submitted a proposal to the Board of Directors of Amber Road, Inc. (NYSE: AMBR) to acquire all outstanding shares of Amber Road that E2open does not already own for $10.50 per share in cash. This proposal represents a 52% premium to Amber Road’s closing stock price on February 9, 2018, the last trading day prior to this release, a 41% premium to Amber Road’s 30-day average trading price, and a 33% premium to Amber Road’s 2-year average trading price.  The proposal, which is non-binding, is subject to satisfactory completion of due diligence by E2open and the negotiation of a mutually acceptable definitive merger agreement.

“This proposal provides Amber Road shareholders a substantial and immediate premium in cash for their shares, provided by the unique synergy value in this combination” said Michael Farlekas, President and Chief Executive Officer of E2open. “This transaction combines Amber Road’s Global Trade Management capabilities with E2open’s end-to-end Supply Chain Operating Platform.  The joining of E2open’s manufacturing and distribution network with Amber Road’s global trade network creates a unique and unparalleled offering in the market allowing customers to operate their end-to-end supply chain from one place in the cloud.  E2open and Amber Road both serve Fortune 100 clients, whose complex, global supply chains will benefit from this combination.”

E2open’s proposal memorializes its indications of interest previously expressed to Amber Road’s board of directors. E2open believes that its offer presents an immediate value creation opportunity for Amber Road’s shareholders and will result in significant value creation for the two businesses’ customers.

Strategic Benefits for Customers of Both Amber Road and E2open

A combination of E2open and Amber Road would benefit the businesses’ customers in the following ways:

  • Provides significant roadmap acceleration for both companies – the unified product portfolio will immediately deliver value to all existing customers of both companies
  • Extends E2open’s unique platform that digitizes end-to-end supply chain operations to include the important considerations of tariffs, regulations and total landed cost across the entire supply chain
  • Unifies planning and execution processes by incorporating global sourcing and trade management decisions into planning and execution across demand, supply, and distribution
  • Substantially increases scale and resources accelerating innovation and providing customers a broader portfolio of connected and integrated solutions

Deal Certainty

As E2open is a privately held company, corporate and shareholder approvals are certain, and E2open does not anticipate any other extraordinary conditions required to consummate the proposed transaction.  In addition, E2open is backed by financial sponsors with significant capital commitments, which means the all-cash transaction would not be conditioned upon receipt of debt financing. Because E2open and Amber Road have served the cloud supply chain market space for over 15 years, the cultural, functional and operational alignment in a combination will be high, ensuring minimal disruption for Amber Road customers.

Safe Harbor Statements

This announcement 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 about E2open’s beliefs and expectations, are or contain forward-looking statements.  Forward-looking statements involve inherent risks and uncertainties.  A number of factors could cause actual results to differ materially from those contained in any forward-looking statement.  E2open assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

About E2open

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.

PR Contact

Diane Mitchell | VP, Marketing | E2open | Diane.Mitchell@e2open.com | +1-512-735-5692