AUSTIN, Texas, Oct. 14, 2020 /PRNewswire/ -- E2open (the
"Company"), a leading network-based provider of 100% cloud-based,
end-to-end supply chain management software, today announced it has
entered into a business combination agreement with CC Neuberger
Principal Holdings I (NYSE: PCPL), a publicly traded special
purpose acquisition company. Upon closing of the transaction,
E2open will become a publicly traded company, and it is expected
that its common stock will be listed on the New York Stock Exchange
under the symbol "ETWO". Michael
Farlekas, who has served as CEO of the Company since 2015,
will continue to lead the business post-transaction.
E2open provides a fully cloud-based software platform to
orchestrate complex global supply chains. The Company's end-to-end
SaaS solutions drive compelling value and ROI for its diverse and
sophisticated blue-chip customers. Additionally, E2open benefits
from attractive secular tailwinds as companies endeavor to
accelerate growth, reduce costs, increase visibility, and drive
improved resiliency across their supply chains in an increasingly
complex global economy. The Company's software combines networks,
data and applications to provide a deeply embedded,
mission-critical platform that allows customers to optimize their
supply chain from channel shaping and business planning to
logistics and global trade to manufacturing and supply
management.
"The need for end-to-end visibility across the entire supply
chain has never been more important than in the current business
environment," said Mr. Farlekas. "Our software platform, powered by
real-time data, enables our customers to orchestrate more agile and
resilient supply chains, and we are excited about the opportunity
to accelerate growth going forward. We are thrilled to partner with
the distinguished team of investors at CC Capital, Neuberger
Berman, Insight Partners, and Evergreen Coast Capital Corp.
(Elliott's private equity affiliate) to capitalize on the growing
opportunity in the supply chain management software space."
"We founded CC Neuberger to build on our philosophy of
establishing long-term partnerships with high-quality businesses
committed to innovation and sustainable growth where we can add
substantial value," said Chinh Chu
and Douglas Newton, Co-Founders and
Senior Managing Directors of CC Capital. "E2open
precisely fits that criteria, and we look forward to working
in partnership to generate long-term value for E2open and its
shareholders as a publicly traded company."
"We think that E2open is an exceptional business poised to
accelerate growth and deepen its penetration of significant
whitespace opportunities with existing and new customers," said
Charles Kantor, Managing Director
and Senior Portfolio Manager of Neuberger Berman. "E2open's
mission-critical software solutions have created a
recession-resilient business model that has not only performed well
throughout the global pandemic, but is also uniquely positioned to
benefit from increased demand for supply chain management
solutions."
The Board will be comprised of nine directors, including
Chinh Chu from CC Capital and
Ryan Hinkle, a Managing Director of
Insight Partners, the Company's current majority investor that will
remain a large shareholder post-transaction. Stephen Daffron, current President of Dun &
Bradstreet and former CEO of Interactive Data Corporation, and
Eva Huston, current Chief Strategy
Officer of Duck Creek Technologies and former CFO of Verisk
Analytics, will also join the Board upon closing of the
transaction. A majority of the directors will be independent,
consistent with the applicable listing rules of the New York Stock
Exchange.
Transaction Overview
The transaction has been unanimously approved by the Board of
Directors of CC Neuberger Principal Holdings I, as well as the
Board of Directors of E2open, and is subject to the satisfaction of
customary closing conditions, including the approval of the
shareholders of CC Neuberger Principal Holdings I.
The total equity investment of $1.1
billion raised in this transaction will be used to pay down
existing debt, purchase a portion of the equity owned by existing
E2open owners and conservatively capitalize the Company's balance
sheet. Upon the closing of the transaction, CC Neuberger Principal
Holdings I will domesticate as a Delaware corporation and the name of CC
Neuberger Principal Holdings I will be changed to E2open Parent
Holdings.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by CC
Neuberger Principal Holdings I with the Securities and Exchange
Commission ("SEC") and available at www.sec.gov.
Conference Call Information
CC Neuberger Principal Holdings I's investor conference call and
presentation discussing the transaction can be accessed by visiting
www.netroadshow.com and entering the passcode open20e. A transcript
of the call will also be filed by CC Neuberger Principal Holdings I
with the SEC.
Advisors
Credit Suisse is serving as lead financial advisor, and Lazard
is also serving as financial advisor to E2open. Morgan Stanley
& Co. LLC and Goldman Sachs are acting as M&A advisors to
CC Neuberger Principal Holdings. Goldman Sachs is acting as lead
placement agent and lead capital markets advisor, and Credit Suisse
and Morgan Stanley & Co. LLC are also placement agents for CC
Neuberger Principal Holdings I. Willkie
Farr & Gallagher is acting as legal counsel to E2open,
and Kirkland & Ellis LLP is acting as legal counsel to CC
Neuberger Principal Holdings I.
About E2open
At E2open, we're creating a more connected, intelligent supply
chain. It starts with sensing and responding to real-time demand,
supply and delivery constraints. Bringing together data from
clients, distribution channels, suppliers, contract manufacturers
and logistics partners, our collaborative and agile supply chain
platform enables companies to use data in real time, with
artificial intelligence and machine learning to drive smarter
decisions. All this complex information is delivered in a single
view that encompasses your demand, supply and logistics ecosystems.
E2open is changing everything. Demand. Supply. Delivered.
Visit www.e2open.com.
E2open, the E2open logo and Harmony are registered trademarks of
E2open, LLC. All other trademarks, registered trademarks and
service marks are the property of their respective
owners.
About CC Neuberger Principal Holdings I
CC Neuberger Principal Holdings I is a special purpose
acquisition company that completed its initial public offering in
April 2020, raising $414 million in proceeds. Formed and led by
Chinh Chu, Douglas Newton, Charles
Kantor and other senior professionals of CC Capital and
Neuberger Berman, CC Neuberger Principal Holdings I is a blank
check company formed for the purpose of entering into a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. CC
Neuberger Principal Holdings I's Class A common shares, units, and
warrants trade on the NYSE under the symbols "PCPL", "PCPL.U" and
"PCPL WS" respectively.
Additional Information
In connection with the proposed business combination, including
the domestication of CC Neuberger Principal Holdings I as a
Delaware corporation, CC Neuberger
Principal Holdings I intends to file with the SEC a registration
statement on Form S-4 containing a preliminary proxy statement and
a preliminary prospectus of CC Neuberger Principal Holdings I, and
after the registration statement is declared effective, CC
Neuberger Principal Holdings I will mail a definitive proxy
statement/prospectus relating to the proposed business combination
to its shareholders. This announcement does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. CC Neuberger Principal Holdings I's
shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed business
combination, as these materials will contain important information
about CC Neuberger Principal Holdings I, the Company and the
business combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to shareholders of CC Neuberger
Principal Holdings I as of a record date to be established for
voting on the proposed business combination. Shareholders will also
be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to:
CC Neuberger Principal Holdings I, 200 Park Avenue, New York, NY 10166.
Participants in the Solicitation
CC Neuberger Principal Holdings I and its directors and
executive officers may be deemed participants in the solicitation
of proxies from CC Neuberger Principal Holdings I's shareholders
with respect to the proposed business combination. A list of the
names of those directors and executive officers and a description
of their interests in CC Neuberger Principal Holdings I is
contained in CC Neuberger Principal Holdings I's final prospectus
related to its initial public offering dated April 23, 2020, which was filed with the SEC and
is available free of charge at the SEC's web site at www.sec.gov,
or by directing a request to CC Neuberger Principal Holdings I, 200
Park Avenue, New York, NY 10166.
Additional information regarding the interests of such participants
will be contained in the proxy statement/prospectus for the
proposed business combination when available.
The Company and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of CC Neuberger Principal Holdings I in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the proxy statement for the proposed business combination when
available.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of CC Neuberger Principal Holdings I or the Company, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Forward Looking Statements
Certain statements in this press release may be considered
forward-looking statements. Forward-looking statements generally
relate to future events or CC Neuberger Principal Holdings I's or
the Company's future financial or operating performance. For
example, projections of future growth, financial performance, and
other metrics are forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as
"may", "should", "expect", "intend", "will", "estimate",
"anticipate", "believe", "predict", "potential" or "continue", or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results
to differ materially from those expressed or implied by such
forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by CC Neuberger
Principal Holdings I and its management, and the Company and its
management, as the case may be, are inherently uncertain. Factors
that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of negotiations and any subsequent definitive
agreements with respect to the business combination; (2) the
outcome of any legal proceedings that may be instituted against CC
Neuberger Principal Holdings I, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; (3) the inability to
complete the business combination due to the failure to obtain
approval of the shareholders of CC Neuberger Principal Holdings I,
to obtain financing to complete the business combination or to
satisfy other conditions to closing; (4) changes to the proposed
structure of the business combination that may be required or
appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business
combination; (5) the ability to meet stock exchange listing
standards following the consummation of the business combination;
(6) the risk that the business combination disrupts current plans
and operations of the Company as a result of the announcement and
consummation of the business combination; (7) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (8) costs related to the
business combination; (9) changes in applicable laws or
regulations; (10) the possibility that the Company or the combined
company may be adversely affected by other economic, business,
and/or competitive factors; (11) the Company's estimates of
expenses and profitability; and (12) other risks and uncertainties
set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in CC Neuberger
Principal Holdings I's final prospectus relating to its initial
public offering dated April 23,
2020.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither CC Neuberger
Principal Holdings I nor the Company undertakes any duty to update
these forward-looking statements.
Contacts
Investor Contacts
Michael
Bowen
ICR, Inc.
Michael.Bowen@icrinc.com
203-682-8299
Marc P. Griffin
ICR, Inc.
Marc.Griffin@icrinc.com
646-277-1290
Media Contacts
CC Neuberger Principal Holdings I
CC Capital
Jonathan Keehner / Julie Oakes / Kate
Thompson
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
Neuberger Berman
Alex Samuelson
Alexander.Samuelson@NB.com
(212) 476-5392
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SOURCE CC Neuberger Principal Holdings I