RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”)
today announced that they have received notice from the Federal
Trade Commission granting early termination of the waiting period
for U.S. antitrust review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (“HSR Act”), 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 the expiration
or termination of the applicable waiting period under the HSR Act
has been satisfied. The transaction remains subject to other
closing conditions, including certain additional regulatory
clearances, as set forth in the Offer to Purchase filed by
RedPrairie and certain of its affiliates with the U.S. Securities
and Exchange Commission (“SEC”) on November 15, 2012.
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.
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
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 RedPrairie
Holding, Inc., JDA Software Group, Inc. (“JDA” or the “Company”)
and members of their senior management teams. 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 filed by RP Crown Acquisition Sub, LLC (the “Merger
Sub”), RP Crown Parent, LLC (the “Parent”) and the other filing
parties on November 15, 2012, the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by the Company on November 15,
2012, and the preliminary Proxy Statement on Schedule 14A filed by
the Company on November 21, 2012, each as may be amended from time
to time. 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 securities. The solicitation and
the offer to buy the outstanding shares of common stock of JDA is
being made pursuant to a tender offer statement on Schedule TO
containing an offer to purchase, form of letter of transmittal and
related materials filed by Merger Sub and its affiliates with the
SEC. JDA filed a solicitation/recommendation statement on Schedule
14D-9 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 MAKING ANY DECISION
WITH RESPECT TO THE TENDER OFFER. These materials (and all
other tender offer documents filed with the SEC) will be available
at no charge from the SEC through its website at www.sec.gov. In
addition, the Schedule TO (including the offer to purchase and
related materials) may be obtained for free by directing such
requests to MacKenzie Partners, Inc., the information agent for the
tender offer, toll-free telephone number (800-322-2885) or email:
tenderoffer@mackenziepartners.com and the
solicitation/recommendation statement on Schedule 14D-9 and related
documents filed by the Company with the SEC may be obtained for
free by directing such requests to the Company at 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 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 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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