E2open Signs Definitive Agreement to Be Acquired By Insight Venture Partners

E2open, a leading provider of cloud-based solutions for collaborative planning and execution across global trading networks, announced that it has entered into a definitive merger agreement whereby Insight Venture Partners, a leading global private equity and venture capital firm, will acquire E2open in a transaction valued at approximately $273 million.

Under the terms of the agreement, an affiliate of Insight will commence a tender offer for all the outstanding shares of E2open common stock for $8.60 per share in cash, representing a 41% premium over E2open’s closing stock price on February 4th, 2015.

The Board of Directors of E2open has unanimously approved the merger agreement and recommends that E2open shareholders tender their shares in the tender offer. A minority portion of the equity will be provided by funds managed by Elliott Management.

Mark Woodward, President and Chief Executive Officer of E2open said, “After a comprehensive evaluation and review of strategic alternatives designed to enhance shareholder value, we are confident that this agreement represents a favorable outcome for our shareholders, providing them with immediate, substantial value.

Furthermore, we are excited about the prospect of partnering with Insight Venture Partners, a firm with an established track record and deep domain expertise in software.

With the benefit of Insight’s knowledge and domain expertise, combined with the added flexibility we will have as a private company, E2open will be able to focus on long-term investment and growth, which will benefit our employees, customers and partners.”

“We are excited to support the continued growth of E2open,” said Ryan Hinkle, Managing Director of Insight Venture Partners. “We look forward to contributing our software expertise to the talented team of professionals at E2open to expand their suite of solutions, grow their customer pipeline and further advance the Company’s strategic goals.”

“E2open’s unique business network and cloud-based software solutions provide real time visibility and critical insights into some of the largest supply chains in the world,” added Ross Devor, Principal at Insight. “We look forward to building upon E2open’s market leading position in a rapidly-changing environment.”

Upon closing, E2open will become a privately held company. Closing of the transaction is subject to customary closing conditions, including a majority of the outstanding shares having been tendered in the tender offer and clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. E2open expects the transaction to close before the end of their first quarter of fiscal year 2016.

BofA Merrill Lynch is serving as financial advisor to E2open, and Wilson Sonsini Goodrich & Rosati, P.C. is acting as the Company’s legal counsel.

Willkie Farr & Gallagher LLP is serving as legal counsel to Insight Venture Partners.

Additional details about the merger agreement will be contained in a Current Report on Form 8-K to be filed by E2open with the Securities and Exchange Commission.