E2open Parent Holdings, Inc. (NYSE: ETWO), a leading network-based provider of a 100% cloud-based, mission-critical, end-to-end supply chain management platform, has announced that it will acquire BluJay Solutions, a leading cloud-based, logistics execution platform. Based on the price of E2open’s Class A Common Stock at May 25, 2021 market close, the stock and cash transaction is valued at approximately $1.7 billion.
BluJay is an integrated SaaS platform with comprehensive solutions for Shippers, Logistics Service Providers (LSPs) and Freight Forwarders. BluJay provides a robust suite of logistics execution applications and a broad trade network of over 50k participants serving over 5,700 global customers. With an expansive ecosystem of suppliers, carriers and network partners, BluJay enables differentiated connectivity across all supply chain participants, resulting in industry leading visibility across its broad network. BluJay’s combination of data, network and applications plays a mission-critical role in logistics and distribution supply chains and drives significant ROI for customers.
“I am thrilled to welcome the exceptional team and great customers of BluJay Solutions to E2open,” said Michael Farlekas, president and chief executive officer at E2open. “Combining E2open’s end-to-end platform and large trading partner network with BluJay’s leading logistics execution software, we will provide more robust capabilities and value to our customers, unlocking a greater opportunity to accelerate our long-term growth. This transformative acquisition advances our strategy and is consistent with our approach to M&A over the last 5 years.”
“We are very excited about joining forces with E2open in this highly strategic combination,” said Andrew Kirkwood, chief executive officer at BluJay Solutions. “Together, we will deliver a more powerful supply chain software platform built upon the world’s largest global trade network.”
Compelling strategic benefits to accelerate future organic growth
- Creates leading, independent SaaS-based supply chain platform spanning supply chain planning and execution: The acquisition of BluJay will materially expand E2open’s supply chain execution capabilities, especially in transportation management. Additionally, BluJay brings a highly complementary global trade management platform that encompasses customs declaration and filing to E2open’s strong capabilities in compliance and tariffs. The acquisition further adds key direct-to-consumer offerings including last mile, parcel and dropship commerce.
- Increases global reach and TAM: BluJay’s truly global footprint, with customers and offices across EMEA and APAC, will strengthen E2open’s global reach and ability to penetrate emerging markets with international leadership based in the UK. E2open’s primarily enterprise customer base will also add a strong presence in the upper mid-market with BluJay, adding more than $9 billion to an already strong TAM opportunity in North America and Europe.
- Complementary go-to-market strengths: BluJay’s go-to-market strategy emphasizes new client acquisition. E2open’s go-to-market has historically focused on cross-selling and upselling products to existing customers. The combination leverages each company’s respective strengths to broaden the pool of cross-sell opportunities and significantly accelerates E2open’s strategic new logo initiative. Moreover, BluJay’s TMS solution provides E2open with another significant tip of the spear product to accelerate new logo growth for the combined company.
- Enhances E2open’s leading supply chain networks: E2open operates a leading trade network with over 220k network participants. BluJay augments E2open’s network to include over-the-road trucking and complementary air transportation, enabling complete visibility from truckloads to intermodal shipments. Further, BluJay’s global transportation network adds 50k network participants, $40 billion in annual commerce spend and 1.9 billion annual transactions to E2open’s existing network.
- Broadens E2open’s analytics offerings: E2open’s network and data will be expanded by BluJay’s trade network with over 50k network participants, enabling greater data collection and insights for customers across freight and visibility for better business decision-making. This will substantially increase the monetization opportunity that E2open already has today for its data.
Financially compelling transaction
- Increased scale as the pro forma company expects to deliver annualized pro forma revenue of over $550 million and adjusted EBITDA greater than $200 million post completion of the combination and the realization of acquisition-related cost synergies
- The combined company will deliver pro forma organic revenue growth greater than 10% in fiscal year 2023
- E2open expects mid-teens FCF per share accretion on a pro forma basis over the next 12 months
- $20 million of projected run-rate cost savings, reflecting 5% of combined company costs
- Accelerates organic revenue growth and higher net retention post combination due to significant cross-sell opportunities
“BluJay is a transformative acquisition for E2open: it is strategic, it is financially compelling, and it further accelerates organic growth for the combined company,” said Chinh Chu, Chairman of the Board at E2open. “It is a rare opportunity to combine two cloud-based, supply chain management software platforms with complementary networks.”
“The combination of E2open and BluJay is a natural next step for both businesses, creating a combined company with leading capabilities from planning through execution,” said Deep Shah, Co-President at Francisco Partners. “The fit between our respective product offerings, shared vision for the future of the industry, and alignment on core values makes for a combined future that we are very excited to be a part of through our substantial equity consideration in the combination.”
Pursuant to the purchase agreement, E2open will acquire BluJay Solutions for an aggregate of 72.4m shares of Class A Common Stock and ~$760m of cash, which includes the repayment of debt, subject to adjustments for certain items enumerated in the purchase agreement. Based on the price of E2open’s Class A Common Stock at May 25, 2021 market close, the stock and cash transaction is valued at approximately $1.7 billion. The actual transaction value will change based on fluctuations in the price of E2open’s common stock, and is subject to certain adjustments as set forth in the purchase agreement. As a result, current BluJay shareholders will hold approximately 22% pro forma ownership of E2open following the consummation of the transaction. Certain of BluJay’s current shareholders, Francisco Partners and Temasek, will have the right to appoint one director each to the E2open board following closing subject to the terms of the agreement.
In order to finance the transaction, E2open has secured $300 million in a common equity PIPE from institutional investors including Neuberger Berman, The WindAcre Partnership, Eminence Capital and XN, and a $380 million fully committed incremental tack-on to its first lien term loan. Pro forma net leverage is expected to be approximately 4.1x fiscal year 2022 EBITDA at closing and approximately 3.5x by the end of fiscal year 2022.
The transaction was unanimously approved by E2open’s board of directors and is expected to close during the calendar year third quarter of 2021 subject to regulatory approvals, required approval of E2open shareholders and other customary closing conditions. Additional details about the agreement will be contained in a Current Report on a Form 8-K to be filed by E2open with the U.S. Securities and Exchange Commission (the “SEC”). For other related investor relations disclosures and presentation materials, please visit the investor relations section at www.e2open.com.
Credit Suisse is serving as lead financial advisor to E2open, and sole equity capital markets advisor and placement agent to E2open. Rothschild & Co is serving as financial advisor and delivering a fairness opinion to E2open and its Board of Directors. Berenson & Company is serving as financial advisor to E2open and Kirkland & Ellis LLP is serving as legal advisor to E2open.
Goldman Sachs is serving as exclusive financial advisor to BluJay, Lazard is serving as capital markets advisor to BluJay, and Latham & Watkins LLP is serving as legal advisor to BluJay. Goldman Sachs and Credit Suisse have provided committed debt financing in support of the transaction.
E2open hosted a conference call and webcast to discuss the strategic and operating aspects of the BluJay Solutions combination on Thursday, May 27th at 8:30 a.m. Eastern Time. An audio replay of the call can be accessed through June 3, 2021 at 800-585-8367 (U.S. domestic) or 416-621-4642 (international). The replay pass code is 7766663. In addition, an archived webcast will be available an hour after the completion of the call on the Investor Relations section of the Company’s website at www.e2open.com.