|[November 21, 2012]
RedPrairie and JDA Software Announce Early Termination of the Hart-Scott-Rodino Waiting Period for Pending Merger
ATLANTA & SCOTTSDALE, Ariz. --(Business Wire)--
RedPrairie and JDA Software Group (News - Alert), 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 (News - Alert)") 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.
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 email@example.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 srvices
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 firstname.lastname@example.org.
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: email@example.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 firstname.lastname@example.org.
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 email@example.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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