Amber Road, Inc. (NYSE: AMBR) (the “Company”), a leading provider of
cloud-based global trade management (GTM) solutions, today published a
letter from two of its independent directors, Barry M. V. Williams and
Ralph E. Faison each of whom is a member of the Nominating and Corporate
Governance Committee. A full copy of the letter can be found below.
April 16, 2019
Dear Fellow Stockholders:
As you know, Amber Road is a leading provider of cloud-based global
trade management (GTM) solutions in a rapidly changing landscape.
Technology continues to disrupt the supply chain industry, and we are
extremely proud to serve as members of the Board of Directors (the
“Board”) of a Company at the forefront of these changes. The Company is
digitizing the global supply chain and forging partnerships with our
customers across more than 170 countries to meet their digital supply
chain needs. Under your Board’s continued stewardship, we believe that
the Company is well-positioned to lead and innovate globally, drive
long-term growth and deliver sustainable stockholder value.
At our 2019 Annual Meeting of Stockholders (the “Annual Meeting”), you
have important choices to make that will greatly impact the direction
the Company takes in the future. Activist investor Altai Capital Osprey,
LLC (collectively with certain of its affiliates, “Altai”) has
hand-picked and nominated two candidates to the Board – Marshall
Heinberg and Jim Watson. After careful consideration, the Board
determined that Altai’s nominees lack the requisite industry knowledge
and skillset to serve as meaningful members of the Board. The Board
strongly recommends that you vote for the Company’s nominees – incumbent
director Rudy Howard, and two new director nominees –
Andre Toet and Kenneth Traub.
We Are Recommending All Stockholders Vote FOR the Company’s
Nominees
We value engagement with all stockholders. At
the 2018 Annual Meeting of Stockholders, in response to feedback
received from some of our stockholders, we began leveraging our robust
stockholder engagement program to solicit critical input from these
stockholders on a number of issues, including corporate governance and
executive compensation. This iterative dialogue remains
ongoing. As a result of the valuable feedback we received, we’ve
continued to make a number of enhancements, which has resulted in our
Board nominating new independent directors with specific sets of skills
and experience to accelerate the governance and compensation
improvements already under way.
As Nominating and Corporate Governance Committee members of your Board,
we are excited to nominate two new independent director candidates this
year – Andre Toet and Ken Traub.
-
Andre Toet brings extensive operating experience with successful
logistics companies, including past leadership positions at the Port
of Rotterdam, the largest commercial port in Europe. Our
nomination of Andre is a response to the feedback we received from
stockholders about the need for adding a director with international
shipping expertise. Andre’s international experience and
industry contacts will be vital in helping the Company execute its
strategy to increase its footprint in Europe. -
Kenneth (“Ken”) Traub was recommended to us by a long-term
stockholder, and his nomination represents a
response to the feedback we received from stockholders about the need
for adding a director with more of an eye toward corporate governance
from an ownership perspective. Ken brings three decades of
experience as a public company director and stockholder representative
to the Board. Ken has also founded, led and advised many successful
technology companies and start-ups specializing in software. Ken’s
focus on corporate governance and his experience as a stockholder
representative will bring additional energy and insight to the
boardroom.
We are also asking that you re-elect one incumbent director, Rudy Howard.
-
Rudy Howard’s experience as a public company CFO for a number of other
public and private multi-national companies makes him an irreplaceable
member of the Board, especially as Chairperson of the Audit Committee
and in his capacity as our audit committee financial expert.
Including the independent directors elected in the past five-years, the
election of this year’s new nominees would mean that more than half of
the independent directors will have been refreshed since our IPO,
demonstrating a proactive and robust board refreshment and evaluation
process. Every time we have refreshed the Board since the Company’s IPO,
we have done so with substantial stockholder input. Indeed,
we identified our new independent director nominees after a search that
lasted for many months and that included a host of candidates
recommended and vetted by long-term stockholders.
This new generation of Amber Road’s independent directors – including
Ralph Faison, who was elected to his first term just last year – will
further complement Amber Road’s already highly qualified Board,
comprised of directors with significant finance, software, global trade
and corporate governance skill sets.
We Believe Supporting Altai’s Nominees Will Be Value-Destructive
Amber Road has demonstrated significant progress over the past three
years growing profits as measured by Adjusted EBITDA and cash flow from
operations. The Company also continues to make strategic investments in
products and personnel to take advantage of dramatic changes that are
just now taking place in global trade. Given this positioning, we
believe the prospects for the business and value creation for
stockholders are tremendously exciting.
On February 5, 2018, E2open, LLC (“E2open”) privately submitted an
unsolicited proposal to us to acquire all outstanding shares of Amber
Road common stock for $10.50 per share. Your Board, after careful
deliberation, determined that E2open’s bid significantly undervalued
your Company, and declined the proposal after E2open prematurely and
publicly announced its offer prior to its given deadline. Almost three
months after the E2open offer, and after openly pressuring the Company
to sell itself to E2open, Altai finally disclosed to us belatedly on May
11, 2018 (and not publicly until December) that it owned an economic
interest in E2open, laying bare, in our view, its self-motivated and
conflicted interests that are at odds with the interests of all other
Amber Road stockholders.
Unfortunately to this day, Altai has chosen the path that in our opinion
threatens Amber Road’s ability to further create value for you by
nominating candidates to perpetuate its conflicted agenda. Marshall
Heinberg, an Altai nominee, has held a series of consulting and advisory
roles with financial/transactional experience. Another nominee, James
Watson, also touts transactional experience gained from various venture
capital and private equity positions he’d held throughout his career. Neither
Altai nominee, in our view, has any complementary expertise in global
supply chain, logistics, trade or technology that would bring relevant
insights into boardroom strategy discussions. What we frankly believe
they share in common is the same transactional skill set which could aid
Altai’s conflicted and self-seeking aims. All of our
existing directors and those new independent directors on the Company’s
slate have considerable transactional experience and skills. The
existing Board is adept at running a sale process should the need arise
and evaluating proposals that alter the Company’s strategic plan without
being burdened by the Altai conflict.
Your Board extended multiple offers to meet with Altai’s nominees to
fully evaluate them in the same manner as every other director
candidate, a process in which Andre and Ken readily participated. However,
Altai’s control over its nominees is so great that it blocked us from
even meeting them. Other director candidates recommended by
other stockholders readily participated in this process.
Despite all these developments, your Board made extensive efforts to
achieve an equitable resolution with Altai in an effort to minimize the
disruption and distraction a costly proxy contest might cause. This
included giving Altai the opportunity to meet with the other director
candidates under consideration by the Board. Altai took the Board up on
this opportunity to only speak with Ken Traub, and determined not to
solicit votes against Ken’s election. This fact makes it all the more
ironic that Altai speculates about Andre’s independence without having
met him, let alone conduct proper due diligence.
Your Nominating and Corporate Governance Committee thoroughly vetted
Andre’s and Barry Williams’s relationship, which was primarily related
to a work-based relationship roughly 20 years ago. Andre also joined the
board of a company called essDOCS during a period when Barry was phasing
out of his board membership at that firm. Altai gives no specific facts
speaking against Andre’s independence, as Andre is completely
independent under NYSE and NASDAQ standards. If, as Altai claims, this
kind of tangential relationship is grounds enough to claim lack of
independence for a director nominee, then almost all independent
directors serving public company boards should also be disqualified. Let
us remind you again that Altai was given the chance to vet Andre. If it
was indeed an engaged stockholder, Altai would have – and should have –
accepted the opportunity to vet all of the new Amber Road nominees.
Ultimately, even after the Board’s efforts to
reach a resolution with Altai, it subsequently offered no counter-offer
to the Company’s settlement offer, and has instead chosen to engage in a
costly and distracting proxy contest that we do not believe serves
stockholder interests.
Support Amber Road Nominees: the Right Path to Value Creation
We believe that healthy debate from a diversity of perspectives is a
positive attribute in any boardroom, which is the primary reason why
your Board mindfully refreshed itself to bring in new perspectives. Yet,
disruptive voices for disruption’s sake often become a negative
distraction. Simply put, your Board’s strategic plan always permits
consideration of strategic opportunities that are in the best interests
of all stockholders. But, in our opinion, Altai’s single-minded,
self-serving path will not generate optimal value creation for other
stockholders. Altai’s prior behavior, including its push to sell the
Company to a firm in which it owned an economic stake, and more recent
refusal to let the Company speak to its candidates or negotiate a
settlement in good faith, should, in our view, give every stockholder a
healthy skepticism about Altai’s claimed motivations. As your
fiduciaries, Amber Road’s Board is on a different path – one where
creating value for our stockholders drives all of our collective
efforts. We strongly urge you to support management and the newly
refreshed Board as they work to create value for all stockholders.
On behalf of this year’s nominees, Rudy, Andre and Ken, as well as the
entire Board of Amber Road, we continue to appreciate all stockholders’
constructive feedback and support, and look forward to continuing to
engage with our stockholders as we position Amber Road for long-term
success.
Sincerely,
Barry M. V. Williams and Ralph E. Faison
VOTE FOR AMBER ROAD’S HIGHLY QUALIFIED DIRECTOR NOMINEES
ON THE WHITE PROXY CARD TODAY
The Board unanimously recommends that you vote your shares “FOR” your
experienced and highly qualified director nominees on the WHITE proxy
card—Rudy Howard, Andre G.F. Toet and Ken Traub to further this goal.
Your vote is extremely important. Regardless of the number of shares you
own, it is important that your voice be heard in regard to this
important decision regarding your investment. We urge you to vote today
by telephone, online, or by signing and dating the enclosed WHITE proxy
card and returning it in the postage-paid envelope. If you received a
GOLD proxy card from Altai, please disregard it and do not send back any
GOLD proxy cards, even to vote against the Altai nominees, as doing so
may cancel out any votes you place “FOR” the Company’s highly-qualified
slate of director nominees as only your latest dated proxy card will be
counted at the annual meeting.
If you have any questions or require assistance in voting your shares of
the Company’s stock, you should call MacKenzie Partners, Inc., the
Company’s proxy solicitor, by calling toll-free at (800) 322-2885 or at
(212) 929-5500.
About Amber Road
Amber Road’s (NYSE: AMBR) mission is to
dramatically transform the way companies conduct global trade. As a
leading provider of cloud-based global trade management (GTM) software,
trade content and training, we help companies all over the world create
value through their global supply chain by improving margins, achieving
greater agility and lowering risk. We do this by creating a digital
model of the global supply chain that enables collaboration between
buyers, sellers and logistics companies. We replace manual and outdated
processes with comprehensive automation for global trade activities,
including sourcing, supplier management, production tracking,
transportation management, supply chain visibility, import and export
compliance, and duty management. We provide rich data analytics to
uncover areas for optimization and deliver a platform that is responsive
and flexible to adapt to the ever-changing nature of global trade.
Cautionary Language Concerning Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not historical facts, but instead represent only our
current expectations and beliefs, and therefore, contain risks and
uncertainties about future events or our future financial performance,
including, but not limited to, achieving revenue from bookings, closing
business from the sales pipeline, new customer deployments and
maintaining these relationships, the ability to reduce operating losses
and use of cash, and attaining profitability. In some cases, you can
identify forward-looking statements by terminology such as “may,”
“will,” “could,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” or “continue,” and
similar expressions, whether in the negative or affirmative. These
statements are only predictions and may be inaccurate. Actual events or
results may differ materially. In evaluating these statements, you
should specifically consider various factors, including the risks
outlined in our filings with the SEC, including, without limitation, our
annual, periodic and current SEC reports. These factors may cause our
actual results to differ materially from any forward-looking statement.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, our future results, levels of
activity, performance or achievements may differ from our expectations.
Other than as required by law, we do not undertake to update any of the
forward-looking statements after the date of this press release, even
though our situation may change in the future.
Important Additional Information
The Company, its directors
and certain of its executive officers are participants in the
solicitation of proxies from the Company’s stockholders in connection
with the Company’s 2019 Annual Meeting. The Company has filed a
definitive proxy statement and WHITE proxy card with the SEC in
connection with its solicitation of proxies from the Company’s
stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO
READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY
CONTAIN IMPORTANT INFORMATION. Information regarding the identities of
the Company’s directors and executive officers, and their direct or
indirect interests, by security holdings or otherwise, are set forth in
the proxy statement and other materials filed with the SEC in connection
with the 2019 Annual Meeting. Stockholders can obtain the proxy
statement, any amendments or supplements to the proxy statement, and any
other documents filed by the Company with the SEC at no charge at the
SEC’s website at www.sec.gov.
These documents are also available at no charge at the Company’s website
at www.amberroad.com
in the “Investor Relations” section under “SEC Filings.”
View source version on businesswire.com: https://www.businesswire.com/news/home/20190416005335/en/