Stockholders to receive $3.30 per share in cash, a 68% premium
value to unaffected share price
E2open Parent Holdings, Inc. (NYSE: ETWO) (“E2open” or the
“Company”), the connected supply chain SaaS platform with a leading
multi-enterprise network, today announced that it has entered into
a definitive agreement to be acquired by WiseTech Global Limited
(ASX: WTC) (“WiseTech”), a leading provider of logistics execution
software solutions. The acquisition marks the conclusion of
e2open’s previously announced strategic review process.
Under the terms of the transaction, e2open stockholders will
receive $3.30 per share in cash equating to an enterprise value of
$2.1 billion. The per-share purchase price represents a premium of
approximately 28% over the company’s closing stock price on May 23,
2025, the last trading day prior to today’s announcement, and a
premium of approximately 68% over the company’s closing stock price
on April 30, 2025, the day prior to media reports regarding
WiseTech’s evaluation of a potential acquisition of e2open
(reported on May 1, 2025).
“After a comprehensive strategic review and evaluation of a full
range of options conducted by e2open, the Company’s Board, and
Rothschild & Co, we have decided to enter this agreement with
WiseTech Global, which we believe maximizes value for our
shareholders and positions the Company for long-term success,” said
Andrew Appel, Chief Executive Officer of e2open. “WiseTech’s global
footprint and commitment to innovation are highly complementary to
e2open’s capabilities. Together, we will be able to offer a leading
end-to-end platform for the world’s most complex supply
chains.”
“As we undertook a comprehensive review of strategic
alternatives, we remained firmly focused on our core business
fundamentals,” said Chinh E. Chu, Chairman of the Board of
Directors of e2open. “We are confident that this process has
resulted in an outcome which delivers significant value for our
shareholders and underscores the strength of e2open’s solution
portfolio and client base.”
Transaction details
E2open and WiseTech will continue to operate as independent
companies until the transaction closes, which is expected in the
second half of calendar year 2025. The transaction is subject to
customary closing conditions including applicable regulatory
approvals. In addition to unanimous board approval, shareholders
holding in the aggregate a majority of the voting power of the
issued and outstanding shares of common stock of e2open have
approved the Transaction by written consent. No other further
action by e2open’s shareholders is required to approve the
transaction. Upon completion of the transaction, e2open’s common
stock will no longer be listed on the New York Stock Exchange.
Advisors
Rothschild & Co is serving as financial advisor to e2open.
Kirkland & Ellis LLP is serving as legal counsel to e2open.
About e2open
E2open is the connected supply chain software platform that
enables the world’s largest companies to transform the way they
make, move, and sell goods and services. With the broadest
cloud-native global platform purpose-built for modern supply
chains, e2open connects more than 500,000 manufacturing, logistics,
channel, and distribution partners as one multi-enterprise network
tracking over 18 billion transactions annually. Our SaaS platform
anticipates disruptions and opportunities to help companies improve
efficiency, reduce waste, and operate sustainably. Moving as one.™
Learn More: www.e2open.com.
E2open and “Moving as one.” are the registered trademarks of
E2open, LLC. All other trademarks, registered trademarks and
service marks are the property of their respective owners.
Forward Looking Statement
Disclaimer
This press release contains, and e2open’s or WiseTech’s other
filings, press releases and statements made in connection herewith
may contain “forward-looking” statements, which are subject to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, including statements regarding the benefits of the
proposed acquisition of e2open and the associated integration
plans, expected synergies and capital expenditure commitments,
anticipated future operating performance and results of e2open and
WiseTech and expected timing of the closing of the proposed
acquisition and other transactions contemplated by the merger
agreement governing the transaction. These forward-looking
statements are based on e2open and WiseTech management’s beliefs
and assumptions and on information currently available to e2open
and WiseTech management. Forward-looking statements include all
statements that are not historical facts and may be identified by
terms such as “aim,” “anticipate,” “believe,” “can,” “could,”
“seek,” “should,” “feel,” “expect,” “will,” “would,” “plan,”
“project,” “intend,” “estimate,” “continue,” “may,” or similar
expressions and the negatives of those terms. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, (i) the risk that the
proposed Transaction may not be completed in a timely manner or at
all, which may adversely affect e2open’s or WiseTech’s business and
the price of e2open’s and WiseTech’s securities, (ii) the failure
to satisfy the conditions to the consummation of the transactions
in connection with the Mergers, including the receipt of applicable
regulatory approvals (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or
more governmental entities may deny approval, (iii) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the agreement governing the proposed transaction
(the “Merger Agreement”), including in circumstances that require
e2open or WiseTech to pay a termination fee; (iv) the inability to
consummate anticipated financing in connection with the proposed
transaction, (v) the effect of the announcement or pendency of the
transaction on e2open’s or WiseTech’s business relationships,
operating results and business generally, (vi) certain restrictions
during the pendency of the proposed transaction that may impact
e2open’s ability to pursue certain business opportunities or
strategic transactions, (vii) risks that the proposed transaction
disrupts current plans and operations, (viii) risks related to
diverting management’s attention from e2open’s or WiseTech’s
ongoing business operations, (ix) the outcome of any legal
proceedings that may be instituted against the parties to the
Merger Agreement or their respective directors, managers or
officers, including the effects of any outcomes related thereto,
(x) e2open’s or WiseTech’s ability to retain, hire and integrate
skilled personnel including e2open’s or WiseTech’s senior
management team and maintain relationships with key business
partners and customers, and others with whom it does business, in
light of the proposed transaction, (xi) unexpected costs, charges
or expenses resulting from the proposed transaction; (xii) the
impact of adverse general and industry-specific economic and market
conditions, (xiii) risks related to e2open’s or WiseTech’s
financial position and results of operations, (xiv) risks that the
benefits of the proposed transaction are not realized when and as
expected, (xv) uncertainty as to timing of completion of the
proposed transaction, (xvi) the impact of inflation and global
conflicts, including disruptions in European economies as a result
of the war in Ukraine, the Israel-Hamas conflict, the relationship
between China and Taiwan, and ongoing trade disputes between the
United States and other countries, and (xvii) other factors
described under the heading “Risk Factors” in e2open’s Annual
Report on Form 10-K for the year ended February 28, 2025, e2open’s
subsequent Quarterly Reports on Form 10-Q, and in other reports and
filings made or to be made with the SEC. e2open and WiseTech
caution you that the important factors referenced above may not
contain all of the factors that are important to you. In addition,
e2open or WiseTech cannot assure you that e2open or WiseTech will
realize the results or developments expected or anticipated or,
even if substantially realized, that they will result in the
consequences or affect e2open or WiseTech, or e2open’s or
WiseTech’s operations in the way e2open or WiseTech expects. The
forward-looking statements included in this press release are made
only as of the date hereof. Except as required by applicable law or
regulation, e2open does not undertake to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
For further information regarding the terms and conditions of
the definitive agreement, please see e2open’s Form 8-K, which will
be filed with the Securities and Exchange Commission at
www.sec.gov, and made available on e2open’s investor website.
This press release is being made in respect of the proposed
transaction involving e2open and WiseTech. E2open will prepare an
information statement for its stockholders, containing the
information with respect to the proposed merger specified in
Schedule 14C promulgated under the Securities Exchange Act of 1934,
as amended, and describing the proposed transaction. When
completed, a definitive information statement will be mailed to
e2open’s stockholders. This press release is not a substitute for
the information statement, or any other document, that e2open may
file with the SEC or send to its stockholders in connection with
the proposed transaction.
E2OPEN STOCKHOLDERS ARE URGED TO CAREFULLY READ THE INFORMATION
STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
E2open’s stockholders may obtain free copies of the documents
e2open files with the SEC from the SEC’s website at www.sec.gov or
through the Investor Relations page of e2open’s website at
https://investors.e2open.com or by contacting e2open’s Investor
Relations by e-mail at investor.relations@e2open.com.
NO OFFER OR SOLICITATION
No person has commenced soliciting proxies in connection with
the proposed transaction referenced in this press release, and this
press release is neither an offer to purchase nor a solicitation of
an offer to sell securities.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250525560328/en/
Media Contact: 5W PR for e2open e2open@5wpr.com
908-510-8009
Investor Relations Contact: Russell Johnson
russell.johnson@e2open.com investor.relations@e2open.com
Corporate Contact: Kristin Seigworth VP Communications,
e2open pr@e2open.com
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