E2open Completes Acquisition of BluJay Solutions and Raises Fiscal Year 2022 Guidance

AUSTIN, Texas – September 1, 2021 – E2open Parent Holdings, Inc. (NYSE: ETWO), a leading network-based provider of cloud-based, mission-critical, end-to-end supply chain management platform, today announced it has completed its acquisition of BluJay Solutions, a leading cloud-based, logistics execution platform.

“The acquisition of BluJay is a continuation of our strategy to offer the broadest and most data-rich SaaS supply chain platform,” said Michael Farlekas, chief executive officer at E2open. “The largest and most iconic global brands are re-imagining their supply chains to be more agile, more resilient, and reduce their environmental impact. E2open now offers more extensive capabilities, timely data, and continued innovation to help them accomplish their strategic objectives. We are excited to share our combined capabilities with our customers and welcome BluJay’s talented team to E2open.”

“We’re delighted to embark upon this strategic opportunity together, at a time when customers need the powerful combination of supply chain data, networks, and applications from planning through execution more than ever,” said Andrew Kirkwood, chief executive officer at BluJay Solutions. “E2open is uniquely positioned to increase global reach and broaden its offerings for customers, who will benefit from this commanding platform for the future.”

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 materially expands E2open’s supply chain execution capabilities and expands E2open’s network participants by nearly 25 percent, most specifically in transportation and logistics. 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 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 be bolstered by BluJay’s strong presence in the upper mid-market, adding more than $9 billion to an already significant 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 strategy has historically focused on cross-selling 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 growth initiative. Moreover, BluJay’s Transportation Management System 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 brings 50k network participants that include service providers across all modes of transportation and customs authorities across multiple countries with an estimated $40 billion in annual commerce spend and 1.9 billion annual transactions.
Broadens E2open’s data and analytics offerings: E2open’s network and data will be expanded by BluJay’s 50k network participants, expanding access, data sources, 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.

Financial Outlook for Fiscal Year 2022

E2open is increasing its full year, non-GAAP revenue guidance for the fiscal year 2022 on a stand-alone basis to $373 million to $375 million, compared with previous guidance of $369 million to $371 million. This reflects an E2open stand-alone organic growth rate of 11 percent over the prior fiscal year.

Due to the strong performance of E2open and BluJay Solutions, on a pro forma basis, E2open is increasing the combined company’s fiscal year 2022 non-GAAP revenue by $12 million to $570 million as compared to the previous guidance of $558 million.

$570 million of full year pro forma non-GAAP revenue guidance equates to $472 million of non-GAAP revenue as adjusted for the closing date of September 1, 2021. The previous combined company’s non-GAAP revenue guidance adjusted for the September 1, 2021 closing date was $466 million.

Refer to the Non-GAAP Revenue Outlook Tables at the end of this press release for more detail. Fiscal year 2022 full guidance, including non-GAAP gross profit and adjusted EBITDA, will be updated in conjunction with the second quarter earnings release.

Other Highlights

E2open expects mid-teens free cash flow per share accretion on a pro forma basis over the next 12 months.
The combination is expected to generate $20 million of run-rate cost savings, reflecting 5% of combined company costs.
Accelerates organic revenue growth and higher net retention due to strength of combined solutions on one platform and significant cross-sell opportunities.
As a result of the transaction, Francisco Partners and Temasek have become significant shareholders and each entity will appoint a new member to the existing E2open board of directors.

Transaction Details

E2open acquired BluJay Solutions for an aggregate of 72.4 million shares of Class A Common Stock (representing approximately a 60% rollover of the seller’s pre-closing equity) and approximately $770 million in cash consideration including the repayment of BluJay’s debt facility.

To finance the transaction, E2open secured $300 million in a common equity PIPE from institutional investors, representing an additional 28.9 million shares of Class A Common Stock. An additional $380 million in indebtedness was drawn through an expansion of the Company’s term loan which also provided a portion of the cash consideration.

Advisors

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.