On
December 3, 2012, JDA Software Group, Inc. (the
Company
) and RedPrairie Corporation (
RedPrairie
) issued a joint press release announcing that the German Federal Cartel Office adopted a clearance decision
that the cash tender offer to purchase all 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 sellers in cash, without interest thereon and less any required withholding
taxes, by affiliates of RedPrairie, including RP Crown Acquisition Sub, LLC (
Merger Sub
) and Merger Subs sole equity holder, RP Crown Parent, LLC (
Parent
), and the merger of Merger Sub with and into the
Company following the consummation of the Offer, subject to the satisfaction or waiver of certain conditions pursuant to the Agreement and Plan of Merger, dated as of November 1, 2012, by and between the Company, Parent and Merger Sub (the
Merger Agreement
), is not prohibited by the German Act Against Restraints of Competition.
The joint press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward Looking Statements
This report 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 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 Companys 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 Companys
control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in the Companys 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 Merger Sub and certain of its affiliates, including 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 report 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 the
Merger Agreement. 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 SECs 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 Companys 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 Companys executive officers and directors in the solicitation by reading the Companys definitive proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on October 4, 2012, the
Companys 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 Companys potential participants, which may, in some cases, be different than those of the Companys stockholders
generally, are set forth in the preliminary Proxy Statement on Schedule 14A relating to the transaction.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Joint Press Release issued by JDA Software Group, Inc. and RedPrairie Corporation on December 3, 2012.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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JDA S
OFTWARE
G
ROUP
, I
NC
.
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Date: December 3, 2012
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By:
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/s/ Peter S. Hathaway
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Peter S. Hathaway
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Joint Press Release, issued by JDA Software Group, Inc. and RedPrairie Corporation, dated December 3, 2012.
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