Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On May 12, 2019, Amber Road, Inc. (the
Company), entered into an Agreement and Plan of Merger (the Merger Agreement) by and among the Company, Eagle Parent Holdings, LLC, a Delaware limited liability company (Parent), Chicago Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent (Purchaser), and E2open, LLC, a Delaware limited liability company, solely for the purposes of Section 9.17 of the Merger Agreement. The transaction represents the
culmination of a strategic undertaking started in
mid-2017
to informally explore the market for any interest that could help achieve the Companys objective of maximizing stockholder value. Under the
terms of the Merger Agreement, Parent has agreed to cause Purchaser to commence a tender offer no later than June 3, 2019 (unless otherwise agreed to by the Company and Parent) to acquire all of the outstanding shares of the Companys common
stock for $13.05 per share, without interest (such tender offer, as it may be amended from time to time in accordance with the Merger Agreement, the Offer, and such amount of consideration or any greater amount per share that may be paid
pursuant to the Offer, the Offer Price) and subject to applicable withholding taxes. Parent intends to fund the Offer Price with a combination of committed debt and equity financing.
The consummation of the Offer will be conditioned on (i) at least a majority of all shares of the Companys outstanding common stock having been
validly tendered into (and not withdrawn from) the Offer prior to the expiration date of the Offer, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
in the United States, and (iii) other customary conditions. The Offer will initially remain open for 20 business days from the date of commencement of the Offer, subject to extension under certain circumstances. The Offer and the Merger are not
subject to a financing contingency.
Under certain circumstances, Purchaser may be required or permitted to extend the Offer on one or more occasions in
accordance with the terms set forth in the Merger Agreement and the applicable rules and regulations of the United States Securities and Exchange Commission (the SEC). In general, Purchaser will not be required to extend the Offer beyond
September 9, 2019 (the Termination Date).
Following the consummation of the Offer, subject to satisfaction of the conditions, Purchaser
will be merged with and into the Company (the Merger) and the Company will become an indirect wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law
without any additional stockholder approvals.
Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time):
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each outstanding share of the Companys common stock (other than shares owned by Parent, Purchaser or the
Company, or any of their respective wholly-owned subsidiaries, or shares with respect to which appraisal rights are properly exercised under Delaware law) will be converted into the right to receive an amount in cash equal to the Offer Price,
without interest and subject to applicable withholding taxes;
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each then-outstanding vested and unexercised Company stock option shall automatically be canceled and converted
into the right to receive the excess, if any, of the Merger Consideration (as such term is defined in the Merger Agreement) over the exercise price per share of such stock option, without interest and subject to applicable withholding taxes;
provided that, in the event that the exercise price of any such stock option is equal to or greater than the Merger Consideration, such stock option will be canceled, without any consideration being payable in respect thereof and have no further
force or effect;
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