JDAS Jda Software Grp., Inc. (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 6)

 

 

JDA SOFTWARE GROUP, INC.

(Name of Subject Company (Issuer))

RP CROWN ACQUISITION SUB, LLC

RP CROWN PARENT, LLC

RP CROWN HOLDING, LLC

RP HOLDING, L.L.C.

(Name of Filing Persons (Offerors))

REDPRAIRIE HOLDING, INC.

NEW MOUNTAIN PARTNERS III, L.P.

NEW MOUNTAIN CAPITAL, L.L.C.

(Name of Filing Persons (Other Person (s))

 

 

COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

46612K108

(CUSIP Number of Class of Securities)

Laura Fese

Chief Legal Officer

RedPrairie Corporation

c/o RedPrairie Holding, Inc.

20700 Swenson Drive

Waukesha, WI 53186

(262) 317-2341

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copies to:

Abigail Bomba, Esq.

Richard Steinwurtzel, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

801 17 ^th Street, NW

Washington, DC 20006

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation *		Amount of Filing Fee**
$1,992,034,458		$271,714

*

Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 43,091,829 shares of common stock, par value $0.01, of JDA Software Group, Inc. outstanding (including restricted shares) multiplied by the offer price of $45.00 per share, (ii) 184,537 shares of common stock, par value $0.01, of JDA Software Group, Inc. issuable pursuant to outstanding options, multiplied by the offer price of $45.00 per share minus the weighted average exercise price for such options of $14.10 per share, (iii) 323,284 restricted stock units multiplied by the offer price of $45.00 per share, (iv) 684,483 shares of common stock, par value $0.01, of JDA Software Group, Inc. issuable pursuant to outstanding warrants and performance share awards (assuming target level performance) multiplied by the offer price of $45.00 per share, and (v) 41,121 shares of common stock, par value $0.01, of JDA Software Group, Inc. reserved for issuance pursuant to JDA Software Group, Inc.’s Employee Stock Purchase Plan multiplied by the offer price of $45.00 per share. The calculation of the filing fee is based on information provided by JDA Software Group, Inc. as of October 26, 2012, the most recent practicable date.

**	The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2013, issued August 31, 2012, by multiplying the transaction valuation by 0.00013640.

 

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:		$ 271,714		Filing Party:		RP Crown Acquisition Sub, LLC, RP
						Crown Parent, LLC, RP Crown
						Holding, LLC, RP Holding, L.L.C.,
						RedPrairie Holding, Inc., New
						Mountain Partners III, L.P. and New
						Mountain Capital, L.L.C.
Form or Registration No.:		Schedule TO		Date Filed:		November 15, 2012

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

 

x

third-party tender offer subject to Rule 14d-1

¨

issuer tender offer subject to Rule 13e-4

¨

going-private transaction subject to Rule 13e-3

¨

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.   ¨

 

 

 

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This Amendment No. 6 to the Schedule TO to the Tender Offer Statement on (this “Amendment No. 6”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 7, 2012, amends and supplements the Tender Offer Statement on Schedule TO filed on November 15, 2012 (as further amended and supplemented, the “Schedule TO”), relating to the offer by RP Crown Acquisition Sub, LLC, a Delaware limited liability company, a wholly owned subsidiary of RP Crown Parent, LLC, a Delaware limited liability company (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of JDA Software Group, Inc., a Delaware corporation (“Company”), at a purchase price of $45.00 per Share, net to the seller thereof, 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 (which, together with this Amendment and any previous or future amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided in this Amendment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO.

Amendments to the Offer to Purchase

Items 1-11 .

The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended by:

(1) amending and supplementing Section 15 of the Offer to Purchase by adding the following paragraph immediately after paragraph (e) of Section 15:

“Any determination by Purchaser to assert the non-satisfaction of condition (d)(iii) will be made in Purchaser’s reasonable discretion.”

(2) amending and supplementing the information set forth in Section 16 of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals” by adding the following paragraph after the last paragraph under the heading “Legal Proceedings”:

“On December 7, 2012, counsel for the parties in In re JDA Software Group, Inc. Stockholder Litigation, C.A. No. 8049-VCN, which represents the previously consolidated Delaware actions of Neuman v. JDA Software Group, Inc. and New Jersey Building Laborers Annuity Fund v. JDA Software Group, Inc. (the “Consolidated Delaware Action”), and D’Agostino v. JDA Software Group, Inc., Case No. CV 2012-056375, in the Superior Court of the State of Arizona, Maricopa County, (the “Arizona Action”) entered into a Binding Memorandum of Understanding (the “Binding MOU”) in which they agreed on the terms of a settlement of the Consolidated Delaware Action. The proposed settlement is conditioned upon, among other things, final approval of the proposed settlement by the Court.

Pursuant to the terms of the Binding MOU, the Company has agreed to make certain supplemental disclosures to the information set forth in the Schedule 14D-9, as amended, related to the transactions contemplated by the Merger Agreement. In addition, in connection with the settlement and as provided in the Binding MOU, the parties contemplate that plaintiffs’ counsel will seek an award of attorneys’ fees and expenses as part of the settlement, and plaintiffs and the putative stockholder class will release defendants from any and all liability relating to the transactions contemplated by the Merger Agreement. Notwithstanding the Binding MOU, there can be no assurance that the transactions contemplated by the Merger Agreement will be consummated or that the Court will approve the settlement contemplated by the Binding MOU.

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In such event, the proposed settlement as contemplated by the Binding MOU may be terminated. The settlement will not affect the amount of the consideration that the Company’s stockholders are entitled to receive in the Offer or the Merger.

The defendants deny all liability with respect to the facts and claims alleged in the Consolidated Delaware Action and the Arizona Action and specifically deny that any breach of fiduciary duty occurred, or that any further disclosure is required to supplement this Offer to Purchase or the Schedule 14D-9 under any applicable rule, statute, regulation or law. However, to avoid the risk that the Consolidated Delaware Action and the Arizona Action may delay or otherwise adversely affect the consummation of the transactions contemplated by the Merger Agreement, to minimize the expense and uncertainty of defending such action, and to provide additional information to our stockholders at a time and in a manner that would not cause any delay of the transactions contemplated by the Merger Agreement, the defendants have agreed to the terms of the proposed settlement described above. The parties further considered it desirable that the Consolidated Delaware Action be settled and the Arizona Action be dismissed with prejudice to avoid the expense, risk, inconvenience and distraction of continued litigation and to fully and finally resolve the settled claims. Plaintiffs in the Consolidated Delaware Action have agreed to stay the Consolidated Delaware Action and to stay and not to initiate any and all other proceedings other than those incident to the settlement itself, including without limitation the Arizona Action, pending final approval by the Court of Chancery of the State of Delaware of the settlement, and to dismiss the Consolidated Delaware Action with prejudice upon final approval by the court of the settlement of the Consolidated Delaware Action and to seek dismissal with prejudice of the Arizona Action no later than five business days after the date on which the order of the Court of Chancery of the State of Delaware approving the settlement becomes final and no longer subject to further appeal or review.”

 

Item 12.

Exhibits.

Regulation M-A Item 1016.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

Exhibit No.		Description
(a)(5)(F)		Memorandum of Understanding, dated December 7, 2012

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SIGNATURES

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.

Dated: December 7, 2012

 

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated November 15, 2012*
(a)(1)(B)		Letter of Transmittal*
(a)(1)(C)		Notice of Guaranteed Delivery*
(a)(1)(D)		Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)		Joint Press Release issued by RedPrairie Corporation and JDA Software Group, Inc. on November 1, 2012 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by JDA Software Group, Inc. with the Securities and Exchange Commission on November 1, 2012)*
(a)(1)(G)		Summary Advertisement as published in the Wall Street Journal on November 15, 2012*
(a)(1)(H)		Press Release issued by RedPrairie Corporation on November 15, 2012*
(a)(5)(A)		Complaint filed by John D’Agostino, on behalf of himself and all others similarly situated, filed on November 2, 2012 in the Superior Court of the State of Arizona*
(a)(5)(B)		Class Action Complaint, dated as of November 20, 2012 (Neuman v. JDA Software Group, Inc., et al.) *
(a)(5)(C)		Joint Press Release issued by RedPrairie Corporation and JDA Software Group, Inc. on November 21, 2012*
(a)(5)(D)		Class Action Complaint, dated as of November 21, 2012 (New Jersey Building Laborers Annuity Fund v. JDA Software Group, Inc., et al.)*
(a)(5)(E)		Joint Press Release issued by RedPrairie Corporation and JDA Software Group, Inc. on December 3, 2012*
(a)(5)(F)		Memorandum of Understanding, dated December 7, 2012**
(b)(1)		Debt Commitment Letter among RP Crown Parent, LLC, Credit Suisse Securities (USA) LLC, and Credit Suisse AG, dated November 1, 2012*
(b)(2)		Joinder Agreement to Debt Commitment Letter, from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Royal Bank of Canada, RBC Capital Markets, Morgan Stanley Senior Funding, Inc., Bank of Montreal, BMO Capital Markets Corp. and Jefferies Finance LLC to RP Crown Parent, LLC, Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch, dated November 16, 2012*
(d)(1)		Agreement and Plan of Merger, dated November 1, 2012, by and among RP Crown Parent, LLC, RP Crown Acquisition Sub, LLC and JDA Software Group, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by JDA Software Group, Inc. with the Securities and Exchange Commission on November 2, 2012)*
(d)(2)		Limited Guarantee delivered by New Mountain Partners III, L.P. to JDA Software Group, Inc., dated November 1, 2012*
(d)(3)		Amended and Restated Mutual Nondisclosure Agreement, dated as of September 4, 2012, between JDA Software Group, Inc., RedPrairie Holding, Inc. and New Mountain Capital, L.L.C.*
(d)(4)		Equity Commitment Letter from New Mountain Partners III, L.P. to RP Crown Parent, LLC, dated November 1, 2012*
(g)		None
(h)		None

 

*	Previously filed.

**	Filed herewith.