E2open creates strategically significant change in global scale and reach for WiseTech, adding adjacent markets, customer bases, and product capabilities which allow WiseTech to create a global, multi-sided, trade and logistics marketplace
SYDNEY, Australia – WiseTech Global (ASX:WTC) (“WiseTech”), developer of leading logistics execution software CargoWise, today announced it has entered into a binding agreement to acquire U.S.-based E2open Parent Holdings, Inc. (NYSE:ETWO) (“e2open”), a leading provider of SaaS-based solutions in the global logistics value chain, for $3.30 per share in cash equating to an enterprise value of $2.1 billion1 (the “Transaction”) - which will be fully debt funded from a new syndicated debt facility and is subject to certain customary conditions precedent.
Key highlights
- Evolves WiseTech’s vision - be the operating system for global trade and logistics.
- Adds a strong complementary product suite that extends the CargoWise ecosystem, especially in adjacent areas of domestic logistics, carrier integration, global trade and supply chain management, all of which benefits customers and end consumers, creates cost efficiency and expands online connectivity between customer groups.
- Accelerates and deepens WiseTech’s plans to create a multi-sided marketplace connecting asset-based carriers, logistics providers, importers, exporters, shippers and many other logistics and supply chain participants.
- Expands WiseTech’s total addressable market (TAM), enhances global reach and product offerings and drives WiseTech’s growth in adjacent markets through experienced teams and deep industry expertise, accelerating innovative solutions in trade and logistics.
- Expands WiseTech’s customer base with a network of 500,000 connected enterprises in adjacent markets including connectivity to major ocean carriers, ~5,600 customers and 250+ blue-chip customers.
- The deal is supply chain, global trade management and direct importer, exporter, shipper centric, with little overlap between the WiseTech and e2open’s largely complementary customers, products and markets.
- Attractive financial metrics with the acquisition expected to be EPS accretive in year one.
- The Transaction will be fully debt funded from a new syndicated debt facility through a lender group comprised of a well-diversified mix of leading domestic and international banks. Undrawn debt and cash on hand provides significant liquidity for future growth.
- Shareholders holding in aggregate the majority of the voting power of the issued and outstanding shares of common stock of e2open have approved the Transaction by written consent. The acquisition is expected to be completed in 1H26, subject to applicable regulatory approvals. E2open and WiseTech will continue to operate as independent companies until the transaction closes.
Acquisition overview
Founded in 2000, e2open is headquartered in Addison, Texas with operations in over 20 countries globally. E2open provides a connected supply chain software platform that enables companies to transform the way they make, move, and sell goods and services. The cloud-based e2open platform connects more than 500,000 manufacturing, logistics, channel, and distribution partners as one multi-enterprise network tracking over 18 billion transactions annually.
WiseTech Global Founder, Executive Chair and Chief Innovation Officer, Richard White, said: "Acquiring e2open is a strategically significant step in achieving our expanded vision to be the operating system for global trade and logistics.
“E2open brings to WiseTech several well established complementary products. This will enable WiseTech to create a multi-sided marketplace that connects all trade and logistics stakeholders to efficiently offer and acquire services, removing complex disconnected processes and driving visibility, predictability and cost savings through the value chain.
“E2open also expands WiseTech’s product capabilities with an experienced team of people with industry expertise and innovative product development skills that will further accelerate our organic growth capability.
“In bringing the two companies together, we see tremendous opportunity for synergies, efficiencies, economies of scale and enhanced customer benefits, which unlocks the potential in e2open’s suite of products. This is a great deal for WiseTech’s business and e2open’s shareholders, for all our customers, the industry and ultimately the end consumer.”
Andrew Appel, e2open’s Chief Executive Officer said: “E2open and WiseTech have complementary products across transport, logistics, supply and demand ecosystems, and both organizations are committed to improving the efficiency, productivity and security of global supply chains through better use of technology, data, automation and artificial intelligence. This strategic combination empowers our people, and our customers who make, move, and sell goods and services to unlock new levels of efficiency and sustainability. As the connected supply chain platform, we are excited to join forces with WiseTech to create a truly global, intelligent logistics ecosystem as we jointly lead the digital transformation of our industry.”
Strategic rationale
As reiterated in WiseTech’s most recent financial results announcement on 26 February 2025, part of WiseTech’s strategy is to continue to accelerate product development and ecosystem reach through a pro-active acquisition program.
E2open's software combines trade and logistics networks, empowered by data, technology and automation to provide a deeply valuable, mission-critical product suite allowing customers to optimize their supply chains by reducing costs, increasing visibility and driving improved resilience.
The acquisition of e2open is a strategically significant opportunity for WiseTech to acquire a scaled and profitable leading provider in adjacent and complementary markets. It brings WiseTech’s customers, and their customers and suppliers, into an electronically connected multi-sided marketplace and will extend the value that we create for customers in logistics, Container Transport Optimization, global trade and supply chain management. It also expands WiseTech’s customer base adding a network of 500,000 connected enterprises including major connectivity with ocean carriers and numerous blue-chip shippers. Aligning with WiseTech’s 3P strategy, focused on product, penetration and profitability, this offers an opportunity to scale the product offering and capability, as well as drive revenue growth and cost-optimization.
The Transaction is expected to be EPS accretive in year one2, before accounting for synergies, and aligns with WiseTech’s disciplined and highly successful M&A approach, focussed on high-quality assets that add depth, scale, network effects, and product capabilities.
E2open's current structure across product groups and previously acquired businesses is well suited to a phased approach to integration, treating them as a sequence of smaller integrations focused on highest and best value order. WiseTech will apply its proven capability and approach to ensure an efficient and value optimizing integration process, preserving the strategic advantage of e2open’s connected partner network and differentiated product verticals.
Acquisition funding
The acquisition price, transaction costs and working capital requirements will be funded through a new, fully underwritten debt facility totalling $3.0 billion.
The new facility is structured as a syndicated debt facility comprising multiple tranches with staggered maturities of up to five years, providing funding and cost certainty while maintaining prudent liquidity and balance sheet flexibility. The lender group comprises a well-diversified mix of leading domestic and international banks, including six existing banks and three new lenders, reflecting strong support for the Transaction and WiseTech’s long-term strategic vision.
When the Transaction closes, WiseTech expects a pro forma net leverage ratio of ~3.5x FY25 EBITDA3 (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.
Bank of America, Barrenjoey/Barclays, and Macquarie are serving as financial advisors to WiseTech, and Gresham as debt advisor.
Acquisition conditions and timing
The Transaction is to be effected pursuant to a Merger Agreement, and e2open shareholders representing more than 50% of the outstanding voting shares have already provided written consent approving the merger, such that no further e2open shareholder approval is required. 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.
The Transaction is subject to customary conditions precedent including applicable regulatory approvals and is expected to complete in 1H26.
FY25 guidance
WiseTech's earnings outlook for FY25 remains unchanged from the 1H25 results announcement except for approximately $40m of one-time transaction costs to be recorded in FY25.
Further information on WiseTech’s FY25 financial performance and FY26 outlook will be provided at the Company’s full year earnings in August 2025.
Further Information
Further details are set out in the Investor presentation released to the ASX today. The Investor presentation contains important information which should be read together with this announcement.
Analyst and Investor briefing
WiseTech will conduct a market briefing in relation to the announcement at 10:00am AEST. We recommend that participants dial in 5 to 10 minutes prior to the presentation. The webcast will be available here.
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[1] All dollar values are in U.S. dollars (USD) unless otherwise presented. Enterprise value of $2.1b comprises $1.2b of cash consideration to Emerald shareholders, gross debt (exclusive of debt-like items) of $1.1b and $0.2b in cash.
[2] FY25 pro forma EPS accretion as if the acquisition was effective from 1 July 2024. Excludes one-off transaction costs, integration costs and cost synergies.
[3] EBITDA is debt facility covenant definition which is adjusted from reported EBITDA.