RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced that the financing proceeds condition of the previously announced cash tender offer by affiliates of RedPrairie to purchase all outstanding shares of JDA has been waived. In connection with this announcement, affiliates of RedPrairie have entered into definitive credit agreements relating to the financing of the proposed acquisition of JDA.
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 scheduled to expire at 11:59 p.m., New York time, on Thursday, December 20, 2012, unless further extended.
Prior to today’s waiver, the tender offer was conditioned on the receipt of the proceeds of the debt financing commitments from the lenders. The transaction remains subject to other closing conditions as set forth in the Offer to Purchase filed with the U.S. Securities and Exchange Commission on November 15, 2012.
The transaction has already cleared the two regulatory requirements, receiving early termination of the waiting period for U.S. antitrust review as well as clearance from the German Federal Cartel Office.
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.
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.