Exhibit (a)(1)(E)
NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
(Including the Associated Rights)
of
E2open, Inc.
Pursuant to the Offer to Purchase
dated February 26, 2015 of
Eagle Acquisition Sub, Corp.
a wholly-owned subsidiary of
Eagle Parent Holdings, LLC
This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if the certificates for shares of common stock, par value $0.001 per share (including the associated rights (the “Rights”) issued pursuant to the Preferred Shares Rights Agreement, dated January 16, 2015, by and between E2open, Inc. and Computershare Trust Company, N.A.), of E2open, Inc. and any other documents required by the Letter of Transmittal cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) by the expiration of the Offer. Such form may be delivered or transmitted by telegram, telex, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase, dated February 26, 2015 (as it may be subsequently amended or supplemented from time to time, the “Offer to Purchase”).
The Depositary for the Offer to Purchase is:
| By Mail: | By Facsimile Transmission: | By Overnight Courier: | ||
| Computershare | (for Eligible Institutions only) | Computershare | ||
| c/o Voluntary Corporate Actions | (617) 360-6810 | c/o Voluntary Corporate Actions | ||
| P.O. Box 43011 | For Confirmation Only | 250 Royall Street | ||
| Providence, RI 02940-3011 | Telephone: | Suite V | ||
| (781) 575-2332 | Canton, MA 02021 | |||
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined herein) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Eagle Acquisition Sub, Corp., a Delaware corporation and a wholly-owned subsidiary of Eagle Parent Holdings, LLC, a Delaware limited liability company which is controlled by Insight Venture Partners IX, L.P., Insight Venture Partners IX (Co-Investors), L.P., Insight Venture Partners (Cayman) IX, L.P., each a Cayman Islands exempted limited partnership, and Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership, upon the terms and subject to the conditions set forth in the Offer to Purchase (as may be subsequently amended and supplemented from time to time, the “Offer to Purchase”), dated February 26, 2015, and the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares indicated below of common stock, par value $0.001 per share (together with the associated Rights, the “Shares”), of E2open, Inc., a Delaware corporation, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares Tendered
Certificate Numbers (if available)
If delivery will be bybook-entry transfer:
Name of Tendering Institution
Account Number
SIGN HERE
(Signature(s))
(Name(s)) (Please Print)
(Addresses)
(Zip Code)
(Area Code and Telephone Number)
GUARANTEE (Not to be used for signature guarantee)
The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined inRule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (an “Eligible Institution”), guarantees (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning ofRule 14e-4 under the Securities Exchange Act of 1934, as amended, (ii) that such tender of Shares complies withRule 14e-4 and (iii) to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal and certificates for the Shares to be tendered or an Agent’s Message (as defined in the Offer to Purchase) in the case of abook-entry delivery, and any other required documents, all within three NASDAQ Global Market trading days of the date hereof.
(Name of Firm)
(Address)
(Zip Code)
(Authorized Signature)
(Name)
(Area Code and Telephone Number)
Dated: , 2015.
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