McInnes Wilson Lawyers Advises on Sale to SPS Commerce

MCW Success

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DATE PUBLISHED: February 13, 2024

McInnes Wilson Lawyers has advised The Order Exchange on the sale of their electronic data interchange (EDI) integration software business to SPS Commerce Inc.

Work Provided By MCW


The Order Exchange, founded in Melbourne by Michael Kramer during 2015, developed a bespoke cloud-based application that enables suppliers to link their existing business applications directly into the supply chains of major retailers including Amazon, Bunnings, Coles and Woolworths.


SPS Commerce, a publicly listed company headquartered in the United States, operates one of the world’s leading retail networks connecting trading partners across the globe. It currently has more than 115,000 customers in over 80 countries.

Prior to the transaction, SPS Commerce and The Order Exchange worked together for many years to service customers in the enterprise resource planning (ERP) market. The growth and success of The Order Exchange made it a natural acquisition target for SPS Commerce, who continue to expand operations into Australia.


The Corporate and Commercial team, comprised of Taryn Hartley (Principal), Nick Camphin (Senior Associate) and Nick Wilson (Associate), advised The Order Exchange on all aspects of the transaction including:

  • Advising on relevant regulatory approvals for the acquisition, including advice on the requisite FIRB approvals;
  • Assisting with initial negotiations between the parties and the preparation of a Term Sheet (with binding provisions of exclusivity);
  • Negotiating and preparing the relevant transaction documents (including a bespoke scrip offering for shares in SPS Commerce Inc. as the ultimate acquirer);
  • Advising on employment agreements for continuing executives; and
  • Attending to various completion matters.

The Corporate and Commercial team was supported by other teams at the firm, including Tax (Kimberley Barnes, Senior Associate) and Employment (James Christensen, Principal).

Michael Kramer of The Order Exchange, said that:

"Thank you to all the team at McInnes Wilson Lawyers for the fantastic work undertaken to bring this deal together.

They have all been incredibly passionate and diligent and worked with us almost daily throughout the transaction. They ensured the process was fast, easy, and personal."

The McInnes Wilson Lawyers Corporate and Commercial team is here to help on every stage of a transaction. If you’d like to learn more about the team’s experience and how they can help you, please contact Nick Camphin.

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