RedPrairie and JDA Software [NASDAQ: JDAS], recognized leaders in
enterprise software and services for the extended supply chain,
announced today that JDA and affiliates of RedPrairie have entered into
a definitive merger agreement. The combined entity will offer a broad
portfolio of solutions and services to manage global supply chains -
from raw materials, to finished products, into the hands of consumers -
through any channel.
Under the terms of the merger agreement, entities affiliated with
RedPrairie will effect a cash tender offer to acquire all outstanding
shares of JDA common stock for $45 per share. The $45 per share offer
price represents a 33 percent premium to JDA’s stock price on October
26, 2012 – the day before market rumors surfaced stating JDA was
exploring a sale. The offer price also represents a 16 percent premium
to JDA’s all-time high stock price. The transaction has a total
enterprise value of approximately $1.9 billion. The Board of Directors
of JDA has approved the transaction, which will create one of the
largest global software companies with combined revenues of over $1
billion.
To address ever-increasing complexities, manufacturers and retailers
increasingly seek best-of-breed solutions and specialized domain
expertise for planning and execution. JDA’s heritage of pioneering
market-leading supply chain planning, merchandising and pricing
solutions is a perfect strategic fit with RedPrairie’s heritage in
warehousing, workforce management, store operations and e-commerce. This
unique combination will provide retailers and manufacturers with
extraordinary capabilities to meet the needs of hyper-connected, mobile
consumers.
Following completion of the transaction, Hamish Brewer is expected to
lead the combined company as its CEO. Mr. Brewer has more than 20 years
of industry experience and a proven track record of successfully
integrating large businesses.
RedPrairie’s CEO, Michael Mayoras will remain on the board of the
combined company.
“This transaction generates tremendous value for JDA shareholders,
offering them a meaningful premium for their shares,” said Hamish
Brewer, president and CEO of JDA. “This is a strong combination of two
leading companies with highly complementary product suites. It will give
businesses the power to better manage global commerce through a new
world of capabilities. The combined company will have a unique ability
to address our customers’ increasingly complex needs with a full
spectrum of solutions for planning and execution across the entire value
chain.”
Chairman of the Board of RedPrairie, Alok Singh commented, “We believe
that this combined company will deliver a strong ROI and extraordinary
customer value for both B2B and B2C enterprises. It will be the single
best source of software products and domain expertise for manufacturers
and retailers. Both companies share a history of innovation, including
JDA’s leadership in cloud offerings and RedPrairie’s strength in
workforce management and e-commerce.”
RedPrairie CEO, Michael Mayoras said, “This merger establishes a company
perfectly suited to meet the evolving demands of the ‘always-on’ mobile
consumer. Both companies have historically demonstrated their leadership
in supply chain innovation. I look forward to committing myself to the
success of this combined company because I believe it will provide
extraordinary customer value.”
Transaction Highlights
The tender offer and merger are subject to customary closing conditions,
including the satisfaction of the minimum tender condition in the tender
offer that at least 79 percent of JDA’s outstanding shares on a fully
diluted basis be tendered, and clearance from antitrust regulatory
authorities. The transaction, which is expected to close by the end of
2012, will be funded with fully committed debt financing from Credit
Suisse. In addition to contributing the current equity capital of
RedPrairie, New Mountain Capital will also commit additional new cash
equity to fund the transaction.
The Board of Directors of the combined company will be composed of the
current members of the RedPrairie Board, including: Alok Singh, Michael
Mayoras, Nanci Caldwell, Martin Hiscox, Lawrence Jackson, Thomas Manley,
Peter Masucci, Tim Pawlenty and Janet Perna. Upon closing of the
transaction, RedPrairie expects that Hamish Brewer will join the
RedPrairie Board of Directors.
Greenhill & Co. acted as financial advisor to RedPrairie, and Fried,
Frank, Harris, Shriver & Jacobson LLP acted 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
This letter may contain forward-looking statements. These
forward-looking statements involve significant risks and uncertainties.
All statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including all
statements regarding information regarding the intent, belief or current
expectation of JDA Software Group, Inc. (the “Company”) and members of
its senior management team. Forward-looking statements include, without
limitation, statements regarding prospective performance and
opportunities and the outlook for the Company’s businesses, performance
and opportunities and regulatory approvals, the anticipated timing of
filings and approvals relating to the transaction; the expected timing
of the completion of the transaction; the ability to complete the
transaction considering the various closing conditions; and any
assumptions underlying any of the foregoing. Investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned not to
place undue reliance on these forward-looking statements. Actual results
may differ materially from those currently anticipated due to a number
of risks and uncertainties. Risks and uncertainties that could cause the
actual results to differ from expectations contemplated by forward
looking statements include: uncertainties as to the timing of the tender
offer and merger; uncertainties as to how many of the Company
stockholders will tender their stock in the offer; the possibility that
competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of
disruption from the transaction making it more difficult to maintain
relationships with employees, customers, other business partners or
governmental entities; other business effects, including the effects of
industry, economic or political conditions outside of the Company’s
control; transaction costs; actual or contingent liabilities; and other
risks and uncertainties discussed in the Company’s filings with the U.S.
Securities and Exchange Commission (the “SEC”), including its Annual
Report on Form 10-K for the fiscal year ended December 31, 2011, filed
with the SEC on August 6, 2012, its Quarterly Reports on Form 10-Q, its
Current Reports on Form 8-K, the Tender Offer Statement on Schedule TO
and other tender offer documents to be filed by an affiliate (the
“Merger Sub”) of RP Crown Parent, LLC (the “Parent”), the
Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by
the Company and the Proxy Statement on Schedule 14A to be filed by the
Company. All of the materials related to the transaction (and all other
transaction documents filed with the SEC) will be available at no charge
from the SEC through its website at www.sec.gov.
Investors and security holders may also obtain free copies of the
documents filed by the Company with the SEC by contacting Company
Investor Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260,
telephone number (480-308-3392) or mike.burnett@jda.com.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company does not
undertake any obligation to update any forward-looking statements as a
result of new information, future developments or otherwise, except as
expressly required by law.
Notice to Investors
Pursuant to the terms of an Agreement and Plan of Merger (the “Merger
Agreement”), dated as of Nov. 1, 2012, by and among the Company, Parent
and Merger Sub, Merger Sub will commence a tender offer within the time
period specified in the Merger Agreement to acquire all of the
outstanding shares of common stock, $0.01 par value per share, of the
Company. The tender offer has not yet commenced. This letter is neither
an offer to purchase nor a solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of Company
common stock will be made pursuant to an offer to purchase and related
materials that Merger Sub intends to file with the SEC. At the time the
offer is commenced, Merger Sub will file a Tender Offer Statement on
Schedule TO with the SEC, and thereafter the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION, AND INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO
READ CAREFULLY AND CONSIDER THESE MATERIALS WHEN THEY BECOME AVAILABLE
BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. All of
these materials (and all other materials filed by the Company with the
SEC) will be available at no charge from the SEC through its website at www.sec.gov.
Investors and stockholders may also obtain free copies of the documents
filed by the Company with the SEC by contacting Company Investor
Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260, telephone
number (480-308-3392) or mike.burnett@jda.com.
Additional Information about the Merger and Where to Find It
This communication may be deemed to be proxy solicitation material in
respect of the proposed acquisition of the Company by an affiliate of
Parent. In connection with the potential one-step merger, the Company
will file a Proxy Statement on Schedule 14A with the SEC. Additionally,
the Company will file other relevant materials with the SEC in
connection with the proposed acquisition of the Company pursuant to the
terms of the Merger Agreement. THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND CONSIDER
THESE MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION. The
materials to be filed by the Company with the SEC may be obtained free
of charge at the SEC’s web site at www.sec.gov.
After the Company’s filing thereof, investors and stockholders will also
be able to obtain free copies of the Proxy Statement from the Company by
contacting Company Investor Relations at 14400 N. 87th Street,
Scottsdale, Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com.
The Company and its directors, executive officers and other members of
their management and employees, under the SEC rules, may be deemed to be
participants in the solicitation of proxies of the Company’s
stockholders in connection with the proposed transaction. Investors and
stockholders may obtain more detailed information regarding the names,
affiliations and interests of certain of the Company’s executive
officers and directors in the solicitation by reading the Company’s
proxy statement for its 2012 Annual Meeting of Stockholders, which was
filed with the SEC on October 4, 2012, the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2011, which was filed
with the SEC on August, 6, 2012, and the proxy statement and other
relevant materials which may be filed with the SEC in connection with
the transaction when and if they become available. Information
concerning the interests of the Company’s potential participants, which
may, in some cases, be different than those of the Company’s
stockholders generally, will be set forth in the proxy statement
relating to the transaction when it becomes available.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50462393〈en
