This Amendment No. 2 (this
Amendment No.
2
) amends and
supplements the Solicitation/Recommendation Statement on Schedule
14D-9
(as previously amended on June 13, 2019, and as may be further amended or supplemented from time to time, the
Schedule
14D-9
) filed by Amber Road, Inc. (the
Compan
y) with the Securities and Exchange Commission on June 3, 2019, relating to the tender offer by Chicago Merger Sub, Inc., a Delaware
corporation and an indirect wholly-owned subsidiary of Eagle Parent Holdings, LLC, a Delaware limited liability company, 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, and in the related Letter of Transmittal.
Except to the extent specifically provided in this Amendment
No. 2, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment No. 2 shall have the meanings ascribed to them in the Schedule
14D-9.
Item 4.
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The Solicitation or Recommendation.
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Item 4 of the Schedule
14D-9
is hereby amended and supplemented as follows:
Paragraph 11 in
Item 4. The Solicitation or Recommendation - Background of the Offer and the Merge
r on page 17 of the Schedule
14D-9
is replaced in its entirety with the following:
In connection with its engagement, at the direction of the Company
Board, KBCM contacted numerous potential strategic parties and financial investors to assess their interest in acquiring the Company and engaged in material and significant discussions with approximately 15 potential acquirers, each of whom executed
a confidentiality agreement with the Company. All of these confidentiality agreements included a customary standstill provision and almost all of these agreements included a provision prohibiting the potential acquirer from making a request to waive
the standstill restrictions, which the Company believed to be in the best interest of the Company and its stockholders to encourage a potential acquirer to offer their highest offer in the strategic process. However, notwithstanding the inclusion of
this provision in many of these agreements, the Company specifically negotiated the right to waive any standstill provision in any confidentiality agreement in response to an unsolicited proposal if the Companys board of directors determines
in good faith after consultation with its outside counsel that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of Companys board of directors under applicable law.
Paragraph 6 in
Item 4. The Solicitation or Recommendation - Intent to Tender - Projected Financial Information
on page 26 of the Schedule
14D-9
is replaced in its entirety with the following:
Company management calculated Adjusted EBITDA by adding
depreciation and amortization, stock-based compensation and income tax expense to net income/loss. The reconciliation of GAAP financial measurements to Adjusted EBITDA is below.
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2019E
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2020P
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2021P
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2022P
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2023P
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Net Income/(Loss)
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($
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4,173,964
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)
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($
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1,425,239
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)
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$
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2,865,878
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$
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8,010,157
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$
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14,138,237
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Depreciation and Amortization
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$
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4,965,764
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$
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5,000,000
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$
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5,000,000
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$
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5,000,000
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$
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5,000,000
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Stock-Based Compensation
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$
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4,701,000
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$
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4,800,000
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$
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4,800,000
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$
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4,800,000
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$
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4,800,000
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Interest income
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($
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8,741
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)
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($
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8,741
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)
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($
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8,741
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)
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($
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8,741
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)
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($
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8,741
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)
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Interest expense
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$
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1,291,977
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$
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1,271,786
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$
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1,271,786
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$
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1,271,786
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$
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1,271,786
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Income tax expense
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$
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431,288
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$
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492,010
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$
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492,010
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$
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492,010
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$
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492,010
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Adjusted EBITDA
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$
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7,207,324
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$
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10,129,816
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$
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14,420,933
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$
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19,565,212
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$
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25,693,292
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