This Amendment No. 1 (this “
Amendment
”) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
(as previously amended and as may be further amended or supplemented from time to time, the “
Schedule
14D-9
”) filed by Amber Road, Inc. (the “
Company
”) with the Securities and Exchange Commission on June 3, 2019, relating to the tender offer by Chicago Merger Sub, Inc., a
Delaware corporation (“
Purchaser
”) and an indirect wholly-owned subsidiary of Eagle Parent Holdings, LLC, a Delaware limited liability company (“
Parent
”), which is beneficially owned by funds affiliated with Insight
Venture Management, LLC: (i) Insight Venture Partners X, L.P., Insight Venture Partners (Cayman) X, L.P., Insight Venture Partners
X (Co-Investors), L.P.,
Insight Venture Partners (Delaware) X,
L.P., (ii) Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., and Insight Venture Partners
Growth-Buyout Coinvestment Fund (Delaware), L.P., and (iii) Insight Venture Partners IX, L.P., Insight Venture Partners
IX (Co-Investors), L.P.,
Insight Venture Partners (Cayman) IX, L.P., and
Insight Venture Partners (Delaware) IX, L.P., to purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company, at a purchase price of $13.05 per share, net to the holder thereof in cash, without interest and
less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 3, 2019 (the “
Offer to Purchase
”), and in the related Letter of Transmittal (the “
Letter of
Transmittal
” which, together with the Offer to Purchase and other related materials, as each may be amended, supplemented or otherwise modified from time to time in accordance with that certain Agreement and Plan of Merger, dated as of
May 12, 2019 (as such agreement may be amended, supplemented or otherwise modified from time to time in accordance therewith, the “
Merger Agreement
”), by and among Parent, Purchaser, the Company and E2open, LLC
(“
E2open
”), solely for purposes of Section 9.17 of the Merger Agreement, constitute the “
Offer
”).
Except to the
extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule
14D-9.
Item 8. Additional Information.
Item 8 of the Schedule
14D-9
is hereby amended and supplemented as follows:
All four paragraphs in
Item 8. Additional Information - Regulatory Approvals - Antitrust
on pages 34 and 35 of the Schedule
14D-9
are replaced in their entirety with the following:
“Pursuant to the requirements of the HSR Act, the Company
and Parent each filed a Notification and Report Form with respect to the Offer and the Merger with the DOJ and the FTC on May 24, 2018. The required waiting period with respect to the Offer was to expire at 11:59 p.m., Eastern time, on
June 10, 2019. Approval was granted effective 2:41 pm, Eastern time, on June 5, 2019. Accordingly, the condition to the Offer requiring that any applicable waiting period under the HSR Act shall have expired or been terminated, with
respect to the Offer, has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase.”
The
following section is added as a new section in
Item 8. Additional Information
on page 41 of the Schedule
14D-9.
“
Certain Litigation
On June 6, 2019, a
putative class action captioned
Plumley v. Amber Road, Inc. et al.
, C.A. No.
1:19-cv-01053-UNA
was filed in the United
States District Court for the District of Delaware against the Company, members of the Board, Parent, Purchaser and E2open. The complaint alleges that the Schedule
14D-9
omits material information with respect
to the proposed transaction, which renders the Schedule
14D-9
false and misleading, and that defendants violated Sections 14(e), 14(d), and 20(a) of the Exchange Act in connection with the Schedule
14D-9.
Among other things, the complaint seeks to enjoin defendants from proceeding with the proposed transaction, or in the event defendants consummate the proposed transaction, rescind it and set it aside or award
the plaintiff damages, and award costs, including attorneys’ and experts’ fees. The Company believes that the plaintiff’s allegations are without merit and expects that the defendants will defend against them vigorously.”