E2open Parent Holdings, Inc. (ETWO) Earnings Call Transcript

Good morning, everyone, and thanks for joining us today for this market briefing to discuss this morning's ASX release. We're excited to announce that WiseTech has entered into an agreement to acquire all of U.S.-based E2open. Today, I'm joined by Richard, who will speak about products, markets and the strategic rationale for the acquisition. Mark will give you insights into our integration plans and synergies, and Caroline will take you through the transaction and funding structures. As a reminder, all the financial information presented today is in U.S. dollars, unless otherwise noted. I'd like to highlight how this acquisition will be a key step for WiseTech and our future growth. E2open creates a key change in global scale and reach for WiseTech, adding adjacent markets, customer bases and product capabilities, which allow WiseTech to create a global multisided trade and logistics marketplace. This transaction evolves WiseTech's vision to be the operating system for global trade and logistics. E2open will add a strong complementary product suite that extends the ecosystem, especially in adjacent areas of domestic logistics, carrier integration, global trade and supply chain management, all of which benefit customers and creates cost efficiency and online connectivity between customer groups, accelerate and deepen WiseTech's plans to create a multisided marketplace, connecting asset-based carriers, logistics providers, importers, exporters, shippers and many other logistics and supply chain participants, expand WiseTech's total addressable market, extending our global reach and product capabilities and empowering organic growth with a network of 500,000 connected enterprises in adjacent markets, including major ocean carriers, approximately 5,600 customers and more than 250 blue-chip customers. We talked about revolutionizing the logistics industry. Now together with E2open, we're taking a significant step, extending into the entire global supply chain. The acquisition of E2open aligns with our 3P strategy: product, penetration and profitability, underpinned by an exceptional team of people, which Richard will talk about more later. This presents a strategically significant opportunity to acquire a scaled and profitable leading provider that enables significant value creation, not only for WiseTech and our customers, but also our customers' customers, E2open's customers and a wider marketplace. It expands our ecosystem, bringing a network of 500,000 connected enterprises, including domestic and international carriers, logistics service providers, importers, exporters and shippers. This, in turn, substantially expands our TAM, which Richard will also provide more details on. From a product perspective, E2open will bring well-known solutions that streamline maritime shipping processes, global trade management solutions that unify trade processes, reduce the risk of noncompliance and ensure smooth cross-border transactions as well as solutions that provide added regulatory compliance, digital documentation and automation capability. This list isn't exhaustive, but highlights that along with WiseTech's position as a leading provider of global logistics execution software, the increased visibility, optimization, straight-through processing and efficiency improvements E2open and WiseTech bring together to the global supply chain will be beneficial to all stakeholders. And if we look at our breakthrough products like CargoWise Next, ComplianceWise and container transport optimization, the technical capabilities and optimizations this union brings can achieve increased customer market and industry benefits, including cost efficiencies. Importantly, through this acquisition, we're gaining a very deep expertise in adjacent areas of logistics and supply chain that extend our product skill set. There's very little overlap in products, and this represents an opportunity to accelerate team growth and drive our product and development engine. To put it simply, over the past 10-plus years, WiseTech has made 55 acquisitions, which have extended our product capability and technology lead with more than 50 applications, expanded our market penetration across 25 countries, and we now have a total of around 16,500 customers, which we've acquired for a total combined consideration of $1.2 billion. With this single transaction, E2open brings 5 product groups constructed of more than 30 product capabilities, around 5,600 customers and 500,000 connected enterprises across 20 countries for a total consideration of $2.1 billion. This opportunity extends into adjacent areas of logistics, accelerates our move into the global supply chain and complements and enhances our technology capability across a broadened product suite in a single transaction. You'll see on this slide, E2open's significant revenues of $607.7 million, an EBITDA of $215.5 million and cash generation with $111.4 million in operating cash flow for their financial year ended February 2025. I'll now hand over to Richard, who's our Chief Innovation Officer, to provide insights into E2open and the strategic rationale for this transaction.

Thanks, Andrew. I'm delighted to be talking with you today to discuss a pivotal moment in WiseTech's development. Over the past 30 years, the WiseTech team and I have been on a mission to enable and empower global logistics. And in recent times, as part of that mission, we have already taken early steps to move into the supply chains of the world to connect our customers with their customers. Today, we take a huge step forward towards that goal. Since its founding, E2open has methodically expanded its ecosystem through strategic organic growth and acquisitions. This ecosystem includes major ocean carriers, direct exporters, direct importers and shippers. Around half of the world's international trade passes through logistics service providers like freight forwarders who are WiseTech's core customer base, while the other half is from exporters and importers dealing directly with major shipping lines. It is important to remember that around 90% of the world's international trade has a sea freight component. You can see that E2open's interconnected ecosystem tracks around 67 million containers annually, handles 31 million invoices and manages 109 million orders. Additionally, around 18.5% of global export container bookings are managed through E2open's platforms. This ecosystem is driven by E2open's suite of products primarily around global trade, supply, planning, channel and trade compliance. These capabilities, the investment in product development and people extends our CargoWise ecosystem into adjacent markets and capabilities. And by connecting our customer groups with their customers and suppliers via E2open's platforms, we will drive further productivity and capability across our expanded product portfolio and further enhance the value chain. These product opportunities extend our reach in key adjacent markets such as global trade management and supply chain planning, whilst filling in gaps in our own products that would have required substantial investment over time. These extended capabilities will be attractive to existing and new customers alike and allow our combined customer base access to new and expanded capabilities and new geographies and markets. We have consistently shown over the years that our acquisitions add to the speed of execution, the return on our investment in innovation and fuels further and faster organic growth of our flagship product, CargoWise. With E2open's complementary product offerings, it makes the bulk product moves we have in progress deeper, faster and more valuable to execute effectively, driving further growth and profitability over time. This is where it gets exciting. The global logistics industry represents over $11 trillion, accounting for approximately 10% of global GDP. Despite its immense size, the software spend within this market is well below 1%, indicating a substantial untapped potential, opportunities for additional automation and cost efficiencies. Global logistics is complex, dynamic and ultra-competitive, and it faces increasing complexities from macro challenges, including global trade and tariff wars, compliance, regulation, labor costs and many localized challenges, including legacy systems, cybersecurity, lack of real-time visibility, manageability issues, inadequate or inaccurate data, leading to suboptimal decision-making. As a product-led innovator, WiseTech's long-term strategy of building breakthrough products to revolutionize not to simply replace has proven very successful. We look to find fundamental flaws, operating problems, inefficient models and incomplete or ineffective processes and to embed and automate improvements so that we revolutionize the industry's established model. We have done this very effectively with CargoWise's international freight forwarding capabilities, and we continue to take steps to extend these capabilities into new logistics adjacencies. By bringing E2open's capabilities into the CargoWise ecosystem, we connect all supply chain participants, including exporters, importers and domestic shippers, ocean, air, rail and road carriers, terminal operators, warehousing, customs, border agencies and trade regulators as well as banking and trade finance participants. The opportunity to address inefficiencies within an $11 trillion marketplace involving global, local and regional partners is significant. E2open provides a product suite and customer network that accelerates WiseTech's strategy by at least a decade. On this slide, you can see exactly where we'll be extending across the supply chain and building on our existing product capabilities to benefit the entire supply chain. Our vision focused on the logistics industry has always been a critical part of the broader supply chain. With E2open's capabilities, we now extend our focus and capability across global trade. The benefits of this transaction are quite simple. The ability to connect every step of the supply chain process from order to fulfillment, from supply through to consumer, not only benefits our customers and their customers, carriers, shippers, importers and exporters, but ultimately, the end consumer. Through the integration and linking of data and processes, we will bring control, visibility and predictability across the whole value chain with integrations, capabilities and optimizations that improve productivity and drive efficiencies, all while delivering cost reductions and other benefits across the entire supply chain. We are removing the barriers to efficiency and connecting the entire marketplace, allowing all players to access the benefits of a simplified and unified process. And we're doing this by staying consistent and true to our 3P strategy. Everything we do, every decision we make must align to our strategic objectives and our vision and align with and support our 3P approach. Our combined commitment to invest in product and development and delivering proven solutions, along with the combined strength of our talented teams, extends our technology lead across the supply chain. The combination of our customers' products and networks delivers innumerable benefits across all supply chain participants for our customers, their suppliers, our customers' customers and the end consumer. The cash-generative nature of both businesses, along with WiseTech's strong financial discipline means that we know how to deliver both revenue growth and increasing cost efficiency. WiseTech's approach to its product development and its business operations is sophisticated and unique, developed over more than 20 years of constant striving for improvement and continuing that today and into the future. By integrating E2open's capabilities and strong team into WiseTech, we will be the operating system for global trade and logistics. I will now hand over to Mark to talk through the integration plan and synergies.

Thanks, Richard. We have a proven, tried and tested acquisition integration program that through smaller tuck-in and strategically significant acquisitions gives us the ability to fast track the capabilities of CargoWise with new knowledge, experienced teams, functionalities, market insights and customer viewpoints. This program consists of 5 key components. Culture is key for us. We believe culture eats strategy for lunch. So it's one of the first things we consider as part of our integration process. Aligning to our unique culture takes time. People do not change overnight. So the earlier we can help new team members understand the importance of our unique WiseTech culture, the better. Another of our early steps is to centralize our core business functions like finance, legal and people operations. We also look deeply at the products and markets and understand the sequences and opportunity of integration in order to deliver the best results for our customers and our shareholders. With this in mind, it's important to note that E2open's product portfolio is strong and provides short, medium and longer-term integration values and outcomes. As well as the product integration road map, the commercial model is another area we take steps to optimize and align to our successful commercial model. When we talk about installing our productivity tools and culture, that means implementing the WiseTech Way, our operating model that supports and drives productivity and results across the business from the way we write code and support customers to the way we extend our networks through partner programs and drive market growth through sales and marketing. The success of our past integrations and the impact of our integration efforts are clear in our margin trend, which, as you can see from the right-hand side of the slide, has dipped after high periods of acquisition activity and then risen as we've integrated the businesses and implemented the WiseTech Way. It's important to note that we continuously evolve and improve our processes. Over time, our integration activities have matured, and we have created valuable integration content and techniques that allow the program to scale. We've also enhanced our integration experience by building a strong central integration team surrounded by integration support across each of the functional areas. We also have people within each of our acquired businesses who've been through the process themselves. What this means is that we have dozens of senior people globally who've joined us through an acquisition and have actually been there and done it. There's no doubt that E2open is larger than our previous acquisitions. Our experience has shown that while the smaller acquisitions are resource and experience constrained, larger businesses typically have a higher number of capable people able to drive change and deliver outcomes. E2open has an established and strong market position, grown its customer base to include well-respected blue-chip customers and developed highly regarded products. Businesses don't achieve this kind of success without a significant number of skilled and deeply capable people. To put it in context, E2open is a large business operating at scale, where its team are well adjusted to working in a large, listed company environment. Having also acquired businesses, many of the people in the business have already experienced an integration process. And because it is global, many of the locations where team members are concentrated are common with WiseTech, meaning we are well positioned to provide local support in a similar way to how we've run smaller integrations in the past. Our past experience and the depth of capabilities in the E2open team will be significant assets we will draw upon throughout the integration process. In order to successfully integrate the business and deliver the outcomes we expect, we will take a sequenced approach. This means looking at the business in its smaller segments or chunks and prioritizing based on value creation. We will consider the products, including the individual applications within each family, business functions, geographies as well as specific areas of synergy focus where we can achieve efficiencies through removal of duplication, consolidation of infrastructure and changes in working practices aimed at achieving operational efficiencies. We'll also take an active, positive and transparent approach to communication. We understand the importance of not only being transparent with what we're doing, but also sharing why we're doing it and what we're trying to achieve. This is about articulating the vision and ensuring the teams know how they fit in. The same principles apply to customers, investors and other stakeholders. For this integration, we will have an extra focus on planning and governance. Our existing approach has small nimble teams in a flat structure, which suits the multiple integrations we're running consecutively and has scaled with the more substantial businesses such as Envase and Blume. Maintaining nimble teams focused on the critical path and the best sequence of integration of the various product groups is a model which will also scale for E2open. It will, however, require oversight through a more formal integration management office and governance process with checkpoints, review and in-process learning and enhancements. The integration planning process is well underway, and we will be using the period before closing to focus on value creation and business priorities considering each of the product categories, teams and capabilities and how they can best be sequenced for the best returns, product outcomes and customer needs. I should also mention that we plan to use external advisers, which we believe will support and accelerate our execution speed and precision and assist us to meet our objectives efficiently and effectively and ensure this integration results in enhanced long-term capabilities, content and knowledge so we can scale into future opportunities. One of the key areas of integration focus will be on leveraging WiseTech Global's scale and highly efficient business and product development model to recognize synergy and growth opportunities. We expect to achieve at least $50 million annualized cost synergy run rate by the end of year 2, with program costs to execute mainly expected in the first 12 months from acquisition, offsetting actual savings. We will achieve these synergies by looking at operational efficiencies, removal of duplication, procurement optimization and supplier consolidation, consolidating infrastructure and real estate, removing U.S. public company costs and increasing the speed, quality and effectiveness of R&D investments. As both Andrew and Richard have covered, revenue growth opportunities will come through integrating existing product capabilities with the ecosystem and extracting value from those integrations, extending into adjacent markets, deepening market penetration, consolidating and extending product capability and addressing industry inefficiency and constraints for all participants, leading to increased benefits across the entire marketplace. This is an exciting time for WiseTech, and we're looking forward to working together with the E2open team to successfully integrate and drive customer and shareholder value and business outcomes. We'll provide the market with an update on progress and approach at our full year results briefing in August. Caroline will now take you through the transaction funding.

Thanks, Mark. WiseTech has entered into an agreement to acquire E2open for $2.1 billion. This represents an acquisition multiple of 9.7x calculated on the enterprise value SEC adjusted EBITDA figures for the year ending February 2025. The acquisition price, transaction costs and working capital requirements will be funded through a new fully underwritten debt facility totaling $3 billion. This new facility is structured as a syndicated debt facility comprising multiple tranches with staggered maturities of up to 5 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 6 existing banks and 3 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 FY '25 adjusted EBITDA, excluding synergy benefits, and we expect the net leverage ratio to be less than 2x within 3 years of completion. This will be supported by our strong existing cash flow generation, continued revenue and earnings growth and synergy realization. As part of the acquisition funding, all existing E2open external debt facilities will be fully repaid and retired upon completion of the transaction. Post-transaction liquidity for the combined business is expected to be approximately $0.7 billion from cash on hand and undrawn debt, providing adequate liquidity to support future growth. The transaction is forecast to be EPS accretive in year 1 before the benefit of synergies. Turning to completion considerations. The acquisition and execution of funding is subject to customary closing conditions, including obtaining regulatory approvals and no material adverse change occurring prior to the completion of the transaction. We expect the completion of conditions to be satisfied in 1H FY '26. The debt facility will be drawn in USD with no FX hedging planned at this stage and interest rate hedging to be evaluated as part of our ongoing risk management approach. Turning to WiseTech's guidance for FY '25. This remains unchanged from the 1H '25 results announcement, except for approximately $40 million of onetime transaction costs, which we expect to be recognized in FY '25. The acquisition and new debt facility are expected to have a part year impact on FY '26. We will provide an update on the acquisition and integration strategy as well as the FY '26 outlook at our FY '25 results briefing in August. I'll now hand back to Andrew.

Thanks, Caroline. Before we open for questions, I want to go back to the key points I mentioned at the start of this briefing. E2open creates a key change in global scale and reach for WiseTech, adding adjacent markets, customer bases and product capabilities, which allow WiseTech to create a global multisided trade and logistics marketplace. This transaction evolves WiseTech's vision to be the operating system for global trade and logistics. E2open will add a strong complementary product suite that extends the ecosystem, especially in adjacent areas of domestic logistics, carrier integration, global trade and supply chain management, all of which benefit customers and create cost efficiency and online connectivity between customer groups, accelerate and deepen WiseTech's plans to create a multisided marketplace, connecting asset-based carriers, logistics providers, importers, exporters, shippers and many other logistics and supply chain participants, expand WiseTech's total addressable market, extending our global reach and product capabilities and empowering organic growth with a network of 500,000 connected enterprises in adjacent markets, including major ocean carriers, approximately 5,600 customers and more than 250 blue-chip customers. It's an exciting time to be part of the WiseTech team and the broader supply chain ecosystem. The opportunities ahead of us are vast. We'll now open for questions.

[Operator Instructions] Your first question comes from Kane Hannan from Goldman.

Just 2 for me. Just firstly, if I look at the, I suppose, the different financial profiles of these businesses, CargoWise has what, 27% historical organic revenue growth. I mean if this acquisition does complete, how do you think about financially integrating or disclosing the combined businesses? And given those organic growth challenges E2 has had more recently, do you think the historical growth of CAGRs for CargoWise is still reflective of what the future could look like?

Yes, sure. Thanks, Kane, for the question. Look, I think what we've said in the past around CargoWise recurring revenue growth is that it's 33% over the last 8 years. In terms of where we expect that to be going forward as a business, in the long term, that's where we'd still expect it to be. Now with E2open, we're obviously going to have to take some time to look at the products, look a bit deeper inside the business to really identify and extract some of those revenue synergies. And in terms of reporting, we would still look to maintain the transparency that we've given the market now in terms of showing the growth for the core CargoWise business and the strength of that whilst also being able to have a look at E2open on a combined basis as well.

Awesome. And then just secondly, just in terms of timing, given that the review of E2 has been underway for over a year now, so any comments you can make around, I suppose, help us understand the timing of this transaction, whether there's any risk given the size and complexity of the deal that delays the launch of your breakthrough products or the new commercial model?

Yes, sure. So why don't I start with that? And then maybe, Richard, you can sort of jump in, in terms of the acquisition and how that interplays. So look, in terms of the 3 breakthrough products, 2 out of 3 already have been released. So we've already given the market updates on ComplianceWise and CargoWise Next, the rollout of which is continuing at the moment. And then CTO, we gave the update that we're pushing out the release of that to after 2H '25. And those 3 things have separate teams, dedicated teams that will continue to work on those pieces and are not necessarily impacted by the acquisition of E2open. Richard, did you want to comment a little bit on that as well?

I might just ask Mark just to give a little bit of discussion about the sequencing of the integrations, and then I'll talk about how product works and how we keep those things decoupled, Mark?

Yes, sure. Thanks. Yes, just firstly, just addressing the point about the process from here on in. There is a regulatory process that we need to be respectful of and go through. That's fairly standard. We've got written approval from a majority of shareholders. So there's no further shareholder vote that's required. So that's likely to happen over the next few months. And then we'll use that process to start really planning our integration in more detail. And then once closing happens, we'll start working with the team in detail to start identifying the sequence of the synergy opportunities, in particular, starting to work on the revenue and product opportunities.

I just want to make sure that it's very clear to everybody that our development processes are quite decoupled from each other, and they are certainly decoupled from the M&A processes. We've done 55 acquisitions to date, this will be the 56th and at no time did we link those 2 things together. Acquisitions operate in a different frame of reference. Now there are cases where we want to do some application integrations or rewrite of applications, but these things all fall into a development process, which is quite decoupled itself. So that is that there are many teams that are working on many different parts of the product suite. And those teams -- even those teams don't couple with each other. This loosely coupled model is why we're able to deliver thousands of updates a year on a continuous basis going forward. We don't expect any of the products or any of the things that we're building to be slowed down by the M&A. More importantly, we have more canvas to paint on and more paint to paint. So I think the fundamental thing here is this is a step-up in capability, a step-up in global reach, a step-up in adjacent areas that we would have had to get to over a long time for a lot of money in a high-risk environment, that actually lowers this substantially. This gives us access to things that we want to be building that we now have as capabilities already done, and it allows us to focus on further organic capabilities that we want to build.

Your next question comes from Roger Samuel from Jefferies.

I've got a couple of questions. Firstly, when we met with E2open about 2 years ago, they mentioned about some challenges in converting pipeline into sales. So what would you do differently with them? Is it to leverage your partner networks or perhaps changing the revenue model, which I understand is mainly based on subscription to an STL model?

It's a great question. And it's a bit early to say precisely because there is a product suite, a group of products at E2open. So we're not entirely clear on every single piece of every part of the commercial model. So some of those models may not be conducive to a seat license. We do think that that's an issue for both companies. We are evolving our own commercial model very carefully in a very considerable way. We've done it many times before, and this is just a maturing of things. But I do think there's an opportunity to use our commercial model, whether it's STL or some variant of STL, the idea here is that we want to contract with customers on a very lightweight basis and make it possible for those customers to use any and every part of the product suite in any and every circumstance they wish to use it and not try to sign them for long periods of time with locked-in prepayments. We are very much of the view that we should make it easy for customers to sign on, easier for customers to use and easier for customers to expand their usage. And we're working obviously on that as a concept, but it's early days for E2open.

Probably just worth also mentioning that this is a standard part of our integration process to align the commercial model. It's very rare. In fact, I'm not sure it has happened at all that we exactly replicate the same model that CargoWise has, but there's constant alignment across all our acquisitions. And one of the reasons for doing that is to try to reduce the attrition that we often see in businesses that we acquire and move towards our attrition rate, which is obviously a lot lower than others.

All right. And my second question is around revenue dissynergies because E2open acquired about 10 companies in the past. Is there any part of the company which you don't intend to kit perhaps, for example, INTTRA, which is very similar to CTO, which is what you are working on? Yes, just wondering what you're going to do with BluJay.

Well, I will talk about the fundamentals here. I think we're a software product company, and we have -- in our entire history, we've never sold off or disposed of a software asset. But there are some consulting and labor assets that we would like to talk to. Mark, do you want to talk to that?

Yes, sure. As you know, professional services is not a large part of our business. We have successfully built a large network of partners. All of the things that professional services groups do are essential to our customers. And so there's no question about us getting rid of those services. It's simply that they may be provided through partners in the future. And we've done that successfully with a number of other acquisitions in the past. Exactly how and when that happens is not something that we've determined at the moment. But our experience has been that, that creates opportunities for customers, the team members involved, the partner network as well to grow. So we expect that to be a positive outcome for us and for customers as well.

There's 2 more things I'd like to point to here. One is that one part of the services businesses, there's 2. One part of it is a kind of a logistics supply services business. And we think that really should be with -- probably be with one or more of our customers. We would obviously keep the platforms for that business, but we would want the labor part of that business. The thing we're dealing with customer services, really we don't want to do that business. We want that to be with our customers. We are really here to build incredibly good software that makes our customers' businesses much more efficient, and we are not here to provide competitive businesses to our customers. We want to enable our customers and help them grow their businesses. So that's quite an important concept. The second thing is that if you step back a little bit and look at E2open, it is largely dealing with a very large part of the world's container movements and particularly export container movements. And this is a feedstock for container transport optimization. If you can balance the export containers with import containers, and that's -- there is a large imbalance in most import countries, and there's a large imbalance in export countries. They're reversed, but they're the same imbalances. If you can see -- and if you can match those imbalances, particularly in the first part of the implementation of container transport optimization, you get a much better yield on the investment, you get a much lower cost to move the containers and everybody benefits from a big step-up in efficiency. That also means revenue for us.

Your next question comes from Paul Mason from E&P.

Just 2 from me. So just in terms of the components of E2open, I was just wondering like a lot of us down here have some familiarity with BluJay and Amber Road and Aventine, but just for us to study up on the acquisition a bit more, are there any other major components that we should let go and read off on?

Mark, do you want to at least add to it?

Yes, sure. I mean there are things that we're quite excited about. I mean one is the sort of domestic transportation. Road transport in North America provides us with a very large -- E2open have a very large platform, great carrier network in there. So that's a good footprint for us. I think there are other services that we will be able to provide on top of some of the things you mentioned like INTTRA. Amber Road is a really good asset to supplement what we want to do with global trade. So those are a couple of the key ones I'd highlight.

Indeed. And I think, look, there's always going to be in any substantial acquisition like this, small areas of overlap, but the overlap is incredibly small. And I think the complementary nature of this and the ability to cover spaces that we have almost no or no access to or presence in is the real fundamental of this deal. Things like Aventine and BluJay, they are very small parts of the business, and they're very minor crossovers. And we'll obviously be looking at those too. But the big parts of the business that I see are the ability to assist the shipping lines to make their customer relationships and their bookings from customers much better. That's the INTTRA piece. What Mark mentioned was domestic transport. That's an enormously important part of domestic transport and one that we would have been only taking steps into in some years' time, given that the effort required to do that, we now have that in a position where we can start to expand that globally. So there's a global expansion of that domestic capability. We do have bits and pieces of that in various places, but it's very small. This makes it very easy to see how you can grow and link domestic transport to our international components. Amber Road gives us this depth in supply chain. These are the big things here, the things that really matter, the things that are really valuable. There's a few other bits and pieces. But ultimately, it's all -- as a software product company, anything that has a software component that creates value for our customers, creates value for us, and we'd like to retain those pieces of software and grow them, rewrite them perhaps, modify them, connect them, do things with them that makes them more attractive to customers to use.

All right. Great. And just a question probably for Caroline. Just on the $40 million transaction costs, could we just get some comments like does that cover all the advisory fees for the transaction and the debt raising stuff as well? Or when you guys close the transaction in '26, is there like a second wave of transaction costs as well that comes in?

Yes, sure. So the $40 million comprises mainly just the advisory fees as well as some of the sort of legal and diligence fees that we're expecting to encounter as well. There may be some additional costs upon completion in FY '26, but the lion's share is in that $40 million that we're expecting to recognize in FY '25.

Your next question comes from Siraj Ahmed from Citigroup.

I have 3 questions. Just first one, just on the product, thinking about accelerating CargoWise' CTO, container transport optimization, global trade management and potentially customs, Richard, you sort of touched on this in terms of the import/export, but can you just expand on in terms of time frames and the capability that this brings in, in terms of your existing products?