This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO
) is being filed by Chicago Merger Sub, Inc., a Delaware corporation (the
Offeror
), Eagle Parent Holdings, LLC, a Delaware limited liability company (
Parent
), E2open, LLC, a
Delaware limited liability company (
E2open
), and the following private equity funds: (i) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership, (ii) Insight Venture Partners IX
(Co-investors),
L.P., a Cayman Islands exempted limited partnership, (iii) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership, (iv) Insight Venture Partners
(Delaware) IX, L.P., a Delaware limited partnership, (v) Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership, (vi) Insight Venture Partners Growth-Buyout Coinvestment Fund (B),
L.P., a Cayman Islands exempted limited partnership, (vii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited partnership, (viii) Insight Venture Partners Growth-Buyout Coinvestment
Fund (Delaware), L.P., a Delaware limited partnership, (ix) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership, (x) Insight Venture Partners
(Co-Investors)
X, L.P., a
Cayman Islands exempted limited partnership, (xi) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership and (xii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership, ((i) through
(xii) collectively
Insight
).The Offeror is an indirect wholly owned subsidiary of Parent. E2open is an indirect wholly owned subsidiary of Parent. Parent is controlled by Insight.
This Schedule TO relates to the offer by the Offeror to purchase all of the Shares at a purchase price of $13.05 per Share, net to the holders thereof,
payable in cash (the
Offer Price
), without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 3, 2019 (the
Offer to
Purchase
), and the related Letter of Transmittal (the
Letter of Transmittal
which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement
described below, collectively constitute the
Offer
), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is
incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of May 12, 2019, by
and among Amber Road, Parent, Offeror, and, solely for purposes of Section 9.17, E2open (as it may be amended from time to time, the
Merger Agreement
), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated
herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
Item 1.
Summary Term Sheet
.
The information set forth in the section entitled Summary Term Sheet of the Offer to Purchase is incorporated herein by reference.
Item 2.
Subject Company Information
.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Amber Road. Amber Roads principal executive
offices are located at One Meadowlands Plaza, East Rutherford, NJ 07073, and its telephone number at such principal executive offices is +1 (201)
935-8588.
(b) This Schedule TO relates to the Offerors offer to purchase all Shares. According to the Merger Agreement, as of the close of business on
May 10, 2019 (the
Capitalization Date
): (i) 28,438,574 Shares were issued and outstanding (which excludes the Shares relating to the Company Stock Options, Company RSU Awards and Company PSU Awards referred to in the
penultimate sentence of this paragraph); (ii) no shares of preferred stock were issued and outstanding; and (iii) no Shares were held by Amber Road in its treasury. As of the Capitalization Date, Amber Road has reserved 129,135 Shares for
issuance pursuant to equity plans. As of the Capitalization Date: (A) 4,357,591 Shares were subject to issuance pursuant to outstanding Company Stock Options (with a weighted average exercise price equal to $10.18 per Share); (B) 1,349,367 Shares
were subject to
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