Announcement • Aug 04

WiseTech Global Limited (ASX:WTC) completed the acquisition of E2open Parent Holdings, Inc. (NYSE:ETWO).

WiseTech Global Limited (ASX:WTC) entered into a definitive agreement to acquire E2open Parent Holdings, Inc. (NYSE:ETWO) for $1.3 billion on May 25, 2025. 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 enterprise value of $2.1 billion comprises $1.2 billion of cash consideration to Emerald shareholders, gross debt (exclusive of debt-like items) of $1.1 billion and $0.2 billion in cash. 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). The acquisition price, transaction costs and working capital requirements will be funded through a new, fully underwritten debt facility totaling $3.0 billion. When the transaction closes, WiseTech expects a pro forma net leverage ratio of ~3.5x FY25 EBITDA (excluding synergy benefits), with a clear pathway to reduce net leverage to <2.0x within three years of completion, supported by strong existing cash flow generation, continued revenue and earnings growth and synergy realization. Post transaction liquidity for the combined business is expected to be ~$0.7 billion, from cash on hand and undrawn revolving credit facility, providing an adequate liquidity position to support future growth. Upon completion of the transaction, E2open's common stock will no longer be listed on the New York Stock Exchange. The Merger Agreement also contains customary non-solicitation and exclusivity provisions and provides for the payment of a termination fee by either WiseTech or E2open upon certain termination circumstances. E2open Parent Holdings will be required to pay WiseTech a termination fee equal to $37.5 million in case of termination of transaction under certain circumstances. WiseTech will be required to pay E2open a termination fee equal to $75 million in case of termination of transaction under certain circumstances. The transaction is subject to customary closing conditions including applicable regulatory approvals and the expiration or termination of any waiting period applicable to the transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. It has been unanimously approved by board of directors of E2open, shareholders of E2open and board of directors of WiseTech. 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 expected to be EPS accretive in year one, before accounting for synergies, and aligns with WiseTech’s disciplined and highly successful M&A approach, focused on high quality assets that add depth, scale, network effects, and product capabilities. Rothschild & Co US Inc. is serving as financial advisor and fairness opinion provider to E2open. Daniel Wolf and Lauren M. Colasacco of Kirkland & Ellis LLP is serving as legal counsel to E2open. Bank of America, Barrenjoey/Barclays, and Macquarie are serving as financial advisors to WiseTech, and Gresham as debt advisor. Rebecca Maslen-Stannage, Linda Evans and Lauren Selby of Herbert Smith Freehills and George F. Schoen and G.J. Ligelis Jr. of Cravath, Swaine & Moore LLP acted as legal advisors to WiseTech Global Limited. Johnson Fistel, PLLP, Investment Banking Arm acted as fairness opinion provider to E2open Parent Holdings. Bryan Paisley, Anthony Kay, Stephan Cerni, Serge Diaz, Kevin Whittam and Lane Morgan of Baker McKenzie has assisted WiseTech Global in securing $3 billion in debt funding to support their acquisition of E2open Parent. Bryan Paisley of Baker & McKenzie LLP acted as legal advisor to WiseTech Global Limited. WiseTech Global Limited (ASX:WTC) completed the acquisition of E2open Parent Holdings, Inc. (NYSE:ETWO) on August 4, 2025.

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