UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. 8)
JDA Software
Group, Inc.
(Name of Subject Company)
JDA Software Group, Inc.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
46612K108
(CUSIP Number of Class of Securities)
Hamish N.
Brewer
President and Chief Executive Officer
JDA Software Group, Inc.
14400 North 87th Street
Scottsdale, Arizona 85260
(480) 308-3000
(Name, address and telephone numbers of person authorized
to
receive notices and communications on behalf of the persons filing statement)
With a copy to:
Steven D. Pidgeon, Esq.
DLA Piper LLP (US)
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85016
(480) 606-5124
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Introduction
This Amendment No. 8 (this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the
Statement
) originally filed with the U.S. Securities and Exchange Commission (the
SEC
) by JDA Software Group, Inc., a Delaware corporation (the
Company
), on
November 15, 2012, and amended on November 15, 2012, November 21, 2012, November 23, 2012, November 29, 2012, November 30, 2012, December 3, 2012 and December 7, 2012. The Statement relates
to the cash tender offer by RP Holding, L.L.C., a Delaware limited liability company, RP Crown Holding, LLC, a Delaware limited liability company, RP Crown Parent, LLC, a Delaware limited liability company, RP Crown Acquisition Sub, LLC, a Delaware
limited liability company, New Mountain Partners III, L.P, a Delaware limited partnership, RedPrairie Holding, Inc., a Delaware corporation, and New Mountain Capital, L.L.C (collectively, the
Offeror
) to purchase all of the
outstanding shares of common stock, par value $0.01 per share, of the Company at a purchase price of $45.00 per share, net to the sellers in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 15, 2012, and in the related Letter of Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO filed by the Offeror with the SEC on November 15,
2012, and amended on November 20, 2012, November 21, 2012, November 23, 2012, November 29, 2012, December 3, 2012, December 7, 2012 and December 14, 2012.
Except as otherwise set forth below, the information set forth in the Statement remains unchanged and is incorporated herein by reference
as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
ITEM 3.
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PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
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Item 3, Past Contacts, Transactions, Negotiations and Agreements, is hereby amended and supplemented by adding as a new last sentence of the first paragraph under the heading
Arrangements with Current Executive Officers and Directors of the CompanyPotential for Future Arrangements on page 17 of the Statement the following:
In addition, Parent and Purchaser expect that Mr. Hamish Brewer, the current President and CEO of the Company, will serve on the board of directors of the Surviving Company after the
consummation of the Merger. In addition, on December 12, 2012, the boards of directors of RHI and RedPrairie approved, effective as of the Effective Time, Mr. Brewer becoming the President and CEO of each of RHI and RedPrairie and a member
of the board of directors of each of RHI and RedPrairie.
ITEM 8.
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ADDITIONAL INFORMATION
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Item 8, Additional Information, is hereby amended and supplemented by inserting immediately following the subsection
entitled Litigation the following new subsection:
Extension of the Offer
On December 14, 2012, Purchaser extended the Offer, in accordance with the Merger Agreement, until 11:59 p.m., New York City
time, on December 20, 2012, unless further extended. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on December 13, 2012. The press release announcing the extension of the Offer is filed as Exhibit
(a)(5)(V) hereto and incorporated herein by reference.
Item 9,
Exhibits is hereby amended and supplemented by inserting the following exhibit thereto:
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Exhibit
No.
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Description
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(a)(5)(V)
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Press Release issued by RedPrairie Corporation on December 14, 2012 (incorporated by reference to Exhibit (a)(5)(G) of the Schedule TO).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
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JDA SOFTWARE GROUP, INC.
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By:
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/s/ Peter S. Hathaway
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Name:
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Peter S. Hathaway
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Title:
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Executive Vice President and Chief
Financial Officer
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Dated: December 14, 2012
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