Shareholder rights firm Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the board of directors of JDA Software Group, Inc. (NASDAQ: JDAS) in connection with their efforts to sell the company to RedPrairie Corporation. Concerned shareholders who would like more information about their rights and potential remedies can contact attorney Gregory E. Del Gaizo at (800) 350-6003, email@example.com, or via the shareholder information form on the firm's website.
On November 1, 2012, JDA and RedPrairie announced that they had entered into a definitive merger agreement under which JDA will be acquired by RedPrairie. According to the terms of the deal, RedPrairie will acquire JDA through a cash-for-stock transaction with a total value of approximately $1.9 billion based on JDA's closing stock price on October 31, 2012. The $45.00 per share offer price represents a premium of only 17.9% based on JDA's closing price on October 31, 2012, the last trading day prior to the announcement of the merger. The transaction is expected to close by the end of 2012.
Robbins Umeda LLP's investigation focuses on whether the board of directors at JDA is undertaking a fair process to obtain maximum value and adequately compensate its shareholders, or seeking to benefit themselves. Notably, following the completion of the merger, JDA's President and Chief Executive Officer Hamish Brewer is expected to lead the combined company. Further, on November 1, 2012, JDA reported earnings for the third quarter of 2012 with cash flow provided by operations increasing to $40.4 million in the third quarter of 2012 as compared to cash flow provided by operations of $36.9 million in the third quarter 2011. JDA's cash and cash equivalents including restricted cash, sequentially increased by $45.3 million to $411.7 million at Sept. 30, 2012, from $366.4 million at June 30, 2012. Given these financial results, Robbins Umeda LLP is examining the board of directors' decision to sell JDA now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.