EAST RUTHERFORD, N.J.,
April 8, 2019 /PRNewswire/
-- Amber Road, Inc. (NYSE: AMBR) (the "Company"), a leading
provider of cloud-based global trade management (GTM) solutions,
announced today that it has filed with the Securities and Exchange
Commission (the "SEC") its definitive proxy materials in connection
with the Company's 2019 Annual Meeting of Stockholders (the "2019
Annual Meeting") and has mailed its definitive proxy materials to
its stockholders. The record date for the Company's stockholders
entitled to vote at the 2019 Annual Meeting is March 22, 2019. The Annual Meeting is scheduled
to be held on May 7,
2019.
The Company's board of directors (the "Board") also sent a
letter to stockholders urging them to vote on the WHITE
proxy card "FOR" the Company's highly qualified slate of
director nominees:
VOTE ON THE WHITE
PROXY CARD TODAY
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•
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RUDY
HOWARD
ANDRE G.F.
TOET
KENNETH H.
TRAUB
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A full copy of the letter can be found below.
VOTE FOR AMBER ROAD'S HIGHLY QUALIFIED
DIRECTOR NOMINEES
ON THE WHITE PROXY CARD
TODAY
April 8, 2019
Dear Fellow Stockholders:
The 2019 Annual Meeting of Stockholders will be held on
Tuesday, May 7, 2019. At this year's
Annual Meeting, you will be asked to make a critical decision
regarding the future of Amber Road, Inc. (the "Company") and your
investment. We urge you to protect the value of your investment by
voting today by telephone, Internet or by signing, dating and
returning the enclosed WHITE proxy card "FOR" the Company's
highly qualified, independent director nominees: Rudy Howard, Andre G.F.
Toet and Kenneth H.
Traub.
In 2018, we continued to successfully execute on our strategic
plan, delivering an increase in year-over-year Adjusted EBITDA in
excess of $5 million and meaningful
levels of profit and cash flow. Our recently refreshed Board and
directors up for election this year, which include Ken Traub, a candidate recommended by a
long-term stockholder, has the right mix of skills and experience
to permit the Company to build on these achievements.
Altai Capital Osprey, LLC (collectively with certain of its
affiliates, "Altai") is attempting to derail our progress by
electing its own nominees to the Board to pursue Altai's agenda
that we believe is misaligned with the interests of the rest of our
stockholders. Stockholders should be aware that when Altai first
contacted the Company in 2018, it did so, in our view, to further
its self-interest by pressuring the Company to sell to E2open, LLC
("E2open"), a firm in which Altai owned an economic interest. Altai
failed to fully disclose this apparent asymmetry of interests at
that time and for several months afterwards. We therefore
believe this calls into question Altai's current motivations and
those of its hand-picked director candidates.
The Company values stockholder perspectives regarding the
composition of the Board. Indeed, the Company considered a range of
candidates during the course of its most recent Board refreshment
that began months before Altai submitted director nominations. In
fact, our director refreshment process encompassed a range of
candidates, including three recommended by stockholders. Altai,
however, never sought to engage with the Company on the topic of
director candidates before submitting its nominations. Altai also
refused to allow its candidates to be interviewed by the
Board. On the other hand, we welcomed Altai to
interview our potential new candidates. Altai subsequently
spoke with Mr. Traub, and as a result is not soliciting proxies
against his election to the Board.
Despite Altai's refusal to let us engage with its candidates, in
an effort to avoid a costly and distracting proxy fight, we offered
Altai a reasonable settlement proposal. We were disappointed that
Altai rejected our settlement proposal, offering no counteroffer in
return. This is why it remains our firm belief that Altai has no
real strategy other than to gain Board seats to pursue its own
personal agenda at stockholders' expense rather than improving
Amber Road's value for all stockholders.
With the Addition of its New Highly
Qualified Board Nominees, Your Board and Management are the Right
Team to Continue to Deliver Results, Drive Growth and Create
Value
Since 2014 when the Company went public, the Board and
management have been focused on growing the business and executing
strategic priorities for your long-term benefit. The Board and the
Compensation Committee challenged our executives to achieve greater
profitability as measured by Adjusted EBITDA, while making
investments in products and advanced technology to position the
firm for higher-levels of subscription revenue growth as pending
macro-economic events unfold. The Company's improvement in Adjusted
EBITDA reflects this effort.1 In 2015, Adjusted
EBITDA was ($10.5 million) and net
cash used in operating activities was $13.2
million. By 2018, Adjusted EBITDA was $5.4 million, with $3.3
million in cash flow from operations:
We believe that in 2019 and beyond, with the benefit of
improving profits and strong positive cash flow, we can accelerate
subscription growth by taking advantage of opportunities in global
trade, bringing more focus to our sales and marketing efforts,
driving expansion into new markets, and increasing subscription
revenue growth to double-digit levels.
As many of you are aware, subscription growth is a key driver of
our business. Due to the strength of our 2018 bookings, our
pipeline, and strategic initiatives, we expect subscription revenue
to show year-over-year growth as we move through the quarters and
achieve a double-digit subscription growth rate in Q4'19 versus
Q4'18. The strong oversight of our Board and the dedication of
management and our workforce has generated an increasing revenue
trend reflective of our strong customer satisfaction:
As subscriptions continue to grow, the Company remains focused
on strengthening its balance sheet. On December 26, 2018, we renegotiated the credit
agreement that governs our term loan and revolver, extending the
maturity date from December 31, 2019
to December 31, 2021 while preserving
the favorable attributes of the agreement. We believe we have ample
liquidity to effectively run the business and support the strategic
growth initiatives of the Company.
Amber Road is financially well-positioned to execute in a
marketplace that is continually challenged by the increasing
complexity and velocity of change in global trade, which has been
significantly influenced by trade wars, Brexit, and other events.
As we look to 2020, we believe we can deliver both double-digit
growth in subscription revenue and Adjusted EBITDA margins as well
as improved cash flow. We believe that our strategy positions us
well for long-term success and will enhance the creation of value
for ALL Amber Road stockholders.
Your Board is Open to Strategic
Transactions That Maximize Value to All Stockholders
After a thorough evaluation and diligent discussion of E2open's
unsolicited bid of $10.50 per share,
the Board unanimously concluded that pursuing it was not in the
best interests of the Company and its stockholders. Since E2open's
unsolicited bid, we have continued to successfully execute on our
strategy and sell-side analysts have commented on the benefits of
our strategic execution:
"Global Trade in Flux, A Major Catalyst for
2019 Bookings; Reiterate Buy, $14
Price Target"
-Glenn G.
Mattson, Ladenburg Thalmann
"Progress on profitability and the comments
on demand trends in China and
Europe are encouraging to us. We
maintain our Buy Rating and $14 Price
Target"
-Tom
Roderick and Matthew Van
Vliet, Stifel
"Amber Road reported upside to our 4Q sales
and EPS estimates highlighted by continued leverage and
profitability improvements. Buy Rating—$13.00 Price Target"
-Scott Berg, Needham
The Board considers all opportunities that may enhance
stockholder value in accordance with its fiduciary duties.
Historically, your Board has demonstrated its openness to accretive
strategic transactions through the Company's acquisitions of Easy
Cargo in 2013 and ecVision in 2015. Although the Board is not
opposed to a strategic transaction, E2open's unsolicited offer,
supported by Altai's conflicted interests, attempted to take
opportunistic advantage of our share price at the time and failed
to appropriately value our Company and reward all stockholders.
Your Board Appreciates Constructive
Dialogue With Stockholders and Attempted To Avoid An Unnecessary
Proxy Fight
Despite our disagreement over the E2open offer, we have been
open to dialogue with Altai for more than a year, and have always
been open to talking to stockholders about potential Board
nominees. Altai never engaged with us in that regard until it
submitted its formal director nominations. Notably, Altai
made these nominations only after it appeared to abort what was in
our view an improper demand for the Company's corporate books and
records about the E2open offer. We believe this is yet
another reason stockholders should question Altai's motives for
seeking to elect its nominees to the Board.
We made multiple efforts to evaluate Altai's nominees by
offering to meet with Altai's nominees and perform routine due
diligence processes. At the time that Altai refused to let us speak
to its candidates, we were finishing a director refreshment process
that began in the summer of 2018. As part of this process, we
sought and welcomed stockholder input with respect to the
composition of the Board, including from long-term stockholders of
the Company. As a result of this valuable input, we are proud to
have nominated Ken Traub, a
corporate governance expert who has represented the interests of
stockholders on public company boards for many years.
The Nominating and Corporate Governance Committee of the
Board — consisting entirely of independent
directors — along with the full Board concluded
that adding Altai's candidates would not be in the best interests
of the Company and its stockholders. We remain concerned about
Altai's nominees even with, what is in our view, the limited
information Altai disclosed. For example, Marshall Heinberg, one of Altai's nominees, is
an executive of a public company undergoing a financial restatement
that is subject to a Nasdaq delisting process because of its
failure to timely file 10-K and 10-Q reports with the SEC during
his tenure. Further, he is already a member of three public company
boards. This raises serious questions about over-boarding and
whether he can devote the requisite time and energy to the Company.
Based on publicly available information, Mr. Heinberg and Altai's
second nominee, James Watson, have
skillsets that appear to lack the depth of experience in global
trade or supply chain management, emerging growth software, related
technology or global expertise that the Company has identified as
important to move its strategic plan forward.
As of this Annual Meeting the Board will
have Added Three New Independent Directors in the Past 18
Months
We have been a public company for five years. During this time,
we have proactively sought to strengthen the Company's governance,
as well as financial and strategic performance, and continuously
strive to enhance our ability to create value for stockholders.
These concerted efforts have yielded three new independent
directors in approximately the last 18 months who provide
substantial industry expertise, extensive executive and corporate
governance experience and strong track records of creating value
for stockholders.
You can protect your investment in Amber
Road by voting for all three of our highly qualified, independent
nominees, Rudy Howard, Andre G.F. Toet and Ken
Traub
Your Board proudly nominates Rudy
Howard, Andre G.F. Toet and
Ken Traub for election as directors
at the 2019 Annual Meeting. These independent candidates bring
unique skillsets to the table that will permit the Company to
continue on its course of successfully implementing a strategic
plan to deliver value to all stockholders.
- Rudy's extensive experience in financial and accounting
matters, coupled with his background as an executive officer at
several public companies, makes him well qualified to serve as a
director of the Company. He has served as Chairperson of our Audit
Committee for several years, and we believe his continued service
in this capacity is invaluable.
- Andre brings extensive operating experience with successful
logistics companies, including past leadership positions at the
Port of Rotterdam, the largest
commercial port in Europe. In
particular, he would deepen our Board's overall strength in
the areas of Global Trade Management/Supply Chain Management and
Global/International Expertise. He also brings an extensive set of
valuable industry contacts that we believe will help the Company
increase its footprint, as well as subscription sales, in
Europe and react to changes likely
to be caused by Brexit.
- Ken, recommended to the Company by a long-term stockholder, has
a substantial record of value creation as an investor, operator and
corporate governance expert. He will bring the necessary energy and
experience to enable us to fully deliver on our mission for all
stakeholders rather than a select few. Ken increases the Board's
overall strength in the areas of Emerging Growth Software/Senior
Leadership, Risk Management and Public Company Board
experience.
Protect the Value of Your Investment in the
Company: Vote the WHITE Proxy Card Today
We are honored to serve on behalf of you, our stockholders. Your
Board and management team are committed to constructive engagement
with all our stockholders with the goal of maximizing the value of
your investment. The Board unanimously recommends that you vote
your shares "FOR" your experienced and highly qualified director
nominees on the WHITE proxy card—Rudy Howard, Andre G.F.
Toet and Ken Traub to further
this goal.
Your vote is extremely important. Regardless of the number of
shares you own, it is important that your voice be heard in regard
to this important decision regarding your investment. We urge you
to vote today by telephone, online, or by signing and dating the
enclosed WHITE proxy card and returning it in the
postage-paid envelope. If you received a GOLD proxy card from
Altai, please disregard it and do not send back any GOLD proxy
cards, even to vote against the Altai nominees, as doing so may
cancel out any votes you place "FOR" the Company's highly-qualified
slate of director nominees as only your latest dated proxy card
will be counted at the annual meeting.
If you have any questions or require assistance in voting your
shares of the Company's stock, you should call MacKenzie Partners,
Inc., the Company's proxy solicitor, by calling toll-free at (800)
322-2885 or at (212) 929-5500.
On behalf of the Board, thank you for your continued
support.
Very truly yours,
/s/ James
Preuninger
James
Preuninger
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/s/ Barry
Williams
Barry
Williams
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/s/ Rudy
Howard
Rudy
Howard
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/s/ Pamela
Craven
Pamela
Craven
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/s/ Ralph
Faison
Ralph
Faison
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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, we help companies all over
the world create value through their global supply chain by
improving margins, achieving greater agility and lowering risk. We
do this by creating a digital model of the global supply chain that
enables collaboration between buyers, sellers and logistics
companies. We replace 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. We provide 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.
Cautionary Language Concerning Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are not historical
facts, but instead represent only our current expectations and
beliefs, and therefore, contain risks and uncertainties about
future events or our future financial performance, including, but
not limited to, achieving revenue from bookings, closing business
from the sales pipeline, new customer deployments and maintaining
these relationships, the ability to reduce operating losses and use
of cash, and attaining profitability. In some cases, you can
identify forward-looking statements by terminology such as "may,"
"will," "could," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "potential," or
"continue," and similar expressions, whether in the negative or
affirmative. These statements are only predictions and may be
inaccurate. Actual events or results may differ materially. In
evaluating these statements, you should specifically consider
various factors, including the risks outlined in our filings with
the SEC, including, without limitation, our annual, periodic and
current SEC reports. These factors may cause our actual results to
differ materially from any forward-looking statement. Although we
believe that the expectations reflected in the forward-looking
statements are reasonable, our future results, levels of activity,
performance or achievements may differ from our expectations. Other
than as required by law, we do not undertake to update any of the
forward-looking statements after the date of this press release,
even though our situation may change in the future.
Important Additional Information
The Company, its
directors and certain of its executive officers are participants in
the solicitation of proxies from the Company's stockholders in
connection with the Company's 2019 Annual Meeting. The Company has
filed a definitive proxy statement and WHITE proxy card with the
SEC in connection with its solicitation of proxies from the
Company's stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY
CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information
regarding the identities of the Company's directors and executive
officers, and their direct or indirect interests, by security
holdings or otherwise, are set forth in the proxy statement and
other materials filed with the SEC in connection with the 2019
Annual Meeting. Stockholders can obtain the proxy statement, any
amendments or supplements to the proxy statement, and any other
documents filed by the Company with the SEC at no charge at the
SEC's website at www.sec.gov. These documents are also available at
no charge at the Company's website at www.amberroad.com in the
"Investor Relations" section under "SEC Filings."
1 Please see Annex B of the Company's proxy
statement for a reconciliation to GAAP of Adjusted EBITDA and other
non-GAAP measures.
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SOURCE Amber Road, Inc.