Mergers of Australian businesses: ACCC action results in an undertaking effectively reversing part of a tech merger

Following an enforcement investigation, the ACCC accepted a court-enforceable undertaking from both WiseTech Global Ltd (WiseTech), an ASX-listed company, and BluJay Solutions (Australia) Pty Ltd (BluJay), a subsidiary of WiseTech,to divest themselves of Expedient Software Pty Ltd (Expedient), a competing logistics software company that WiseTech had (indirectly) acquired through an acquisition in 2025 after raising concerns over possible substantial lessening of competition in the market.

Factual Background

WiseTech, which is in the business of providing cloud-based enterprise application software to the logistics industry worldwide, entered into an agreement to acquire e2open Parent Holdings, Inc (e2open), a company based in Texas, that provided supply chain software platforms (Merger).

At the time prior to the Merger, Expedient was a subsidiary of BluJay, which itself was a subsidiary of e2open.  Accordingly, following the completion of the Merger in August 2025, both BluJay (directly) and Expedient (indirectly) became subsidiaries of WiseTech.

Expedient was also in the business of supplying logistics software services and was thus a competitor of WiseTech prior to the Merger.

The software supplied by these various companies is used to assist with the import and export of goods to and from Australia and thus has broad application in Australia.

WiseTech completed the Merger despite concerns raised with WiseTech by the Australian Competition and Consumer Commission (ACCC) and before the ACCC could complete a review of the Merger.  Accordingly, the ACCC commenced an enforcement investigation, in particular to assess whether the Merger would have the effect (or likely effect) of substantially lessening competition in the Australian market, in breach of section 50 of the Competition and Consumer Act 2010 (Cth) (Act).

Enforcement Outcome

The ACCC was concerned that WiseTech’s substantial market presence in respect of logistics software in Australia, coupled with the Merger, whereby it acquired Expedient (i.e. a competitor), would breach section 50 of the Act, resulting in Australian consumers being left with fewer options and higher prices.

The investigation was resolved by the ACCC accepting a court-enforceable undertaking from WiseTech and BluJay pursuant to section 87B of the Act.

In accordance with the undertaking, WiseTech and BluJay must sell Expedient to a purchaser, approved by the ACCC, which must operate Expedient in the Australian market in competition with WiseTech and BluJay.  A full copy of the undertaking can be accessed here.

If WiseTech or BluJay breach that undertaking, then it is open to the ACCC to seek court orders that WiseTech and / or BluJay:

• comply with the undertaking;

• pay compensation to any person that suffers loss as a result of the breach; or

• pay an amount to the Commonwealth reflecting any financial benefit obtained as a result of the breach.

At the time of writing this article, there is no suggestion, and we do not intend to suggest, that WiseTech or BluJay have breached the undertakings given by them.

Takeaways

As the Merger took place prior to 1 January 2026, it was not subject to the ACCC’s new mandatory merger notification scheme (New Regime), which requires parties to obtain the ACCC’s approval of a merger that meets particular thresholds before completing those transactions. 

Failure to comply with the New Regime can render a merger automatically void and could result in significant penalties being imposed.

As this matter demonstrates, even if the thresholds for a particular transaction are not met such that a party seeking to acquire another entity is not required to comply with the New Regime, the ACCC retains the ability to step in to protect competition in the Australian market where it considers appropriate to do so, including to unwind or dismantle all or parts of mergers.

Entities engaged in mergers and acquisitions in the Australian market should consider the consequences of their proposed transactions on competition in the Australian market, including to identify whether the transaction:

• will trigger the New Regime; and

• may provoke or invite the attention of the ACCC, potentially exposing the parties to the transaction to costly consequences.

Failure to consider those matters could have significant financial and reputational consequences, as the case of WiseTech and BluJay demonstrates.

If you have any questions or would like any assistance with any issues relating to this article, please let us know.

If you would like to discuss any aspect of this further please contact:

Alicia Hill
Principal
T: +61 3 9611 0180 | M: +61 484 313 865
E: ahill@sladen.com.au

Jake Cole
Senior Associate
T: +61 3 9611 0112 | M: + 61 413 557 157
E: jcole@sladen.com.au

This article was prepared with the assistance of Tony Huang, Law Clerk.