RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”)
today announced the receipt of notification from the German Federal
Cartel Office (“FCO”) granting clearance under the German Act
Against Restraints of Competition, in connection with the
previously announced transaction in which entities affiliated with
RedPrairie will acquire all outstanding shares of common stock of
JDA. Accordingly, the condition to the closing of the transaction
previously disclosed with respect to obtaining clearance by the FCO
has been satisfied. The transaction remains subject to other
closing conditions as set forth in the Offer to Purchase filed by
RedPrairie and certain of its affiliates with the U.S. Securities
and Exchange Commission (the “SEC”) on November 15, 2012 (the
“Offer to Purchase”).
As previously announced, pursuant to the merger agreement among
RP Crown Acquisition Sub, LLC and RP Crown Parent, LLC (affiliates
of RedPrairie) and JDA, RP Crown Acquisition Sub, LLC, 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 tender offer is being made pursuant to an Offer to
Purchase and a related letter of transmittal, each dated November
15, 2012. The tender offer is scheduled to expire at 11:59 p.m.,
New York time, on December 13, 2012, unless extended or earlier
terminated in accordance with the merger agreement and applicable
rules and regulations of the SEC.
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 press release 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, its
Solicitation/Recommendation Statement on Schedule 14D-9, filed with
the SEC on November 15, 2012, its preliminary Proxy Statement on
Schedule 14A, filed with the SEC on November 21, 2012, and the
tender offer documents filed by RP Crown Acquisition Sub, LLC, a
Delaware limited liability company (“Merger Sub”) and certain of
its affiliates, including RP Crown Parent, LLC (“Parent”), each as
amended from time to time. 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
This press release 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 has been made
pursuant to a tender offer statement on Schedule TO, containing an
Offer to Purchase and related tender offer documents, filed by
Merger Sub and certain of its affiliates with the SEC. In addition,
the Company has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer. THESE
DOCUMENTS, AS AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The tender offer
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 has filed a preliminary Proxy Statement on
Schedule 14A with the SEC. Additionally, the Company intends to
file other relevant materials with the SEC in connection with the
proposed acquisition of the Company pursuant to the terms of an
Agreement and Plan of Merger dated as of November 1, 2012 by and
among the Company, Parent and Merger Sub. THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ CAREFULLY AND CONSIDER THESE
MATERIALS BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION. The materials filed by the
Company with the SEC may be obtained free of charge at the SEC’s
web site at www.sec.gov. Investors and stockholders will also be
able to 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.
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 definitive 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 preliminary Proxy Statement on Schedule
14A 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, are set forth in the
preliminary Proxy Statement on Schedule 14A relating to the
transaction.
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Jda (NASDAQ:JDAS)
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