RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today
announced that the tender offer by RP Crown Acquisition Sub, LLC (an
affiliate of RedPrairie) (“RP Acquisition”) to acquire all of the
outstanding shares of common stock of JDA expired at 11:59 p.m., New
York City time, on December 20, 2012. All shares that were validly
tendered into the offer and not properly withdrawn have been accepted
for payment and will be paid promptly in accordance with the terms of
the offer.
As previously announced, pursuant to the merger agreement among RP
Acquisition, RP Crown Parent, LLC (“RP Parent”) and JDA, RP Acquisition
commenced a tender offer on November 15, 2012 to acquire all of the
outstanding shares of common stock of JDA for $45.00 per share, net to
the seller in cash without interest and less any required withholding
taxes.
The depositary for the tender offer has advised that, as of the offer’s
expiration, 39,515,631 shares of common stock of JDA have been validly
tendered and not properly withdrawn pursuant to the tender offer
(excluding shares subject to outstanding notices of guaranteed
delivery). Those shares represent approximately 89.16% of the
outstanding shares of JDA on a fully diluted basis.
RP Acquisition and JDA will promptly complete a “short−form” merger
under Delaware law after RP Acquisition exercises its top−up option
under the merger agreement, and JDA will become a wholly owned direct
subsidiary of RP Parent. The merger is expected to be completed on or
about December 21, 2012. As a result of the merger, any shares of JDA
common stock not previously tendered will be cancelled and shall cease
to exist and (other than Shares owned by JDA (including treasury
shares), RP Parent, RP Acquisition (other than shares in trust accounts,
managed accounts and the like), or by stockholders of JDA who have
perfected and not withdrawn a demand for appraisal rights pursuant to
Section 262 of the Delaware General Corporation Law) will be converted
into the right to receive the same $45.00 per share in cash paid in the
tender offer. Following the merger, JDA’s common stock will cease to be
traded on The NASDAQ Global Market.
In addition, on December 21, 2012, JDA called for redemption all of its
outstanding $275,000,000 aggregate principal amount 8.0% Senior Notes
due 2014 (the “Notes”) in accordance with the redemption provisions of
the indenture governing the Notes, dated as of December 10, 2009 (as
supplemented by that certain Supplemental Indenture dated as of January
28, 2010, the “Indenture”), among JDA, the guarantors party thereto and
U.S. Bank National Association, as trustee (the “Trustee”). The
redemption date for the Notes will be January 21, 2013 (the “Redemption
Date”). The Notes will be redeemed at a redemption price of 104.00% of
the principal amount thereof, plus accrued and unpaid interest on the
Notes redeemed to, but not including, the Redemption Date, in accordance
with the provisions of the Indenture. In connection with the redemption,
JDA satisfied and discharged its obligations under the Indenture in
accordance with the satisfaction and discharge provisions of the
Indenture, by causing to be deposited with the Trustee sufficient funds
to pay the redemption price, plus accrued and unpaid interest on the
Notes to, but not including, the Redemption Date. As a result of the
satisfaction and discharge of the Indenture, JDA has been released from
its remaining obligations under the Indenture and the Notes.
Greenhill & Co. is serving as financial advisor to RedPrairie and dealer
manager for the tender offer, and Fried, Frank, Harris, Shriver &
Jacobson LLP is acting as legal counsel. Credit Suisse also served as a
financial advisor to RedPrairie.
J.P. Morgan acted as financial advisor to JDA. DLA Piper LLP acted as
legal counsel for JDA, and Cravath, Swaine & Moore LLP represented the
independent directors of the Board of Directors of JDA.
About RedPrairie
For more than 35 years, RedPrairie’s best-of-breed supply chain,
workforce and all-channel retail solutions have put commerce in motion
for the world’s leading companies. Installed in over 60,000 customer
sites across more than 50 countries, RedPrairie solutions adapt to help
ensure visibility and collaboration between manufacturers, distributors,
retailers and consumers. RedPrairie is prepared to meet its customers’
current and future demands with multiple delivery options, flexible
architecture and 24/7 technical and customer support. For a world in
motion, RedPrairie is commerce in motion.
To learn more about how RedPrairie solutions can optimize your
inventory, improve employee productivity or increase sales, visit RedPrairie.com
or email info@redprairie.com.
RedPrairie is a registered trademark of RedPrairie Corporation. © 2012
RedPrairie Corporation. All Rights Reserved. Other product and service
names mentioned herein are the trademarks of their respective owners.
About JDA Software Group
JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain
Company®, is the leading provider of innovative supply chain
management, merchandising and pricing excellence solutions worldwide.
JDA empowers more than 2,700 companies of all sizes to make optimal
decisions that improve profitability and achieve real results in the
manufacturing, wholesale distribution, transportation, retail and
services industries. With an integrated solutions offering that spans
the entire supply chain from materials to the consumer, JDA leverages
the powerful heritage and knowledge capital of acquired market leaders
including i2 Technologies®, Manugistics®, E3®,
Intactix® and Arthur®. JDA’s robust services
offering, including complete solution lifecycle management via JDA Cloud
Services, provides customers with leading-edge industry practices and
supply chain expertise, lower total cost of ownership, long-term
business value, and 24/7 functional and technical support. To learn
more, visit jda.com or email info@jda.com.
Forward Looking Statements
Information provided and statements contained in this press release that
are not purely historical, such as statements regarding expectations
about the tender offer, the expected timing of the completion of the
transaction and the ability to complete the transaction considering the
various closing conditions, are forward−looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Such forward−looking statements
only speak as of the date of this press release, and JDA assumes no
obligation to update the information included in this press release.
Statements made in this press release that are forward−looking in nature
may involve risks and uncertainties. Accordingly, readers are cautioned
that any such forward−looking statements are not guarantees of future
performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict, including, without
limitation, the possibility that the transaction does not close, the
risk that business disruption relating to the transaction may be greater
than anticipated, the failure to obtain any required financing on
favorable terms and other specific risk factors discussed herein and in
other releases and public filings made by JDA (including filings by JDA
with the SEC). Although JDA believes that the expectations reflected in
such forward−looking statements are reasonable as of the date made,
expectations may prove to have been materially different from the
results expressed or implied by such forward−looking statements. Unless
otherwise required by law, JDA also disclaims any obligation to update
its view of any such risks or uncertainties or to announce publicly the
result of any revisions to the forward−looking statements made in this
press release.
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