We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Amber Road, Inc. | NYSE:AMBR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.05 | 0.00 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMBER ROAD, INC.
(Name of Subject Company)
AMBER ROAD, INC.
(Name of Person Filing Statement)
Common Stock
(Title of Class of Securities)
02318Y108
(CUSIP Number of Class of Securities)
Jim Preuninger
Chief Executive Officer
Amber Road, Inc.
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(201) 935-8588
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement)
With copies to:
Victor H. Boyajian
Ilan Katz
Ira Kotel
Dentons US LLP
1221 Avenue of the Americas
New York, NY 10020
(212) 768-6700
☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer |
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 plaintiffs allegations are without merit and expects that the defendants will defend against them vigorously.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:
Exhibit No. |
Description |
|
(a)(6) | Class Action Complaint, dated June 6, 2019 ( Plumley v. Amber Road, Inc., et al. )* |
* |
filed herewith |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
AMBER ROAD, INC. | ||
By: |
/s/ Brad Holmstrom |
|
Name: Brad Holmstrom | ||
Title: General Counsel |
Dated: June 13, 2019
1 Year AMBER ROAD, INC. Chart |
1 Month AMBER ROAD, INC. Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions