RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced that the tender offer by RP Crown Acquisition Sub, LLC (an affiliate of RedPrairie) (“RP Acquisition”) to acquire all of the outstanding shares of common stock of JDA expired at 11:59 p.m., New York City time, on December 20, 2012. All shares that were validly tendered into the offer and not properly withdrawn have been accepted for payment and will be paid promptly in accordance with the terms of the offer.
As previously announced, pursuant to the merger agreement among RP Acquisition, RP Crown Parent, LLC (“RP Parent”) and JDA, RP Acquisition 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 depositary for the tender offer has advised that, as of the offer’s expiration, 39,515,631 shares of common stock of JDA have been validly tendered and not properly withdrawn pursuant to the tender offer (excluding shares subject to outstanding notices of guaranteed delivery). Those shares represent approximately 89.16% of the outstanding shares of JDA on a fully diluted basis.
RP Acquisition and JDA will promptly complete a “short−form” merger under Delaware law after RP Acquisition exercises its top−up option under the merger agreement, and JDA will become a wholly owned direct subsidiary of RP Parent. The merger is expected to be completed on or about December 21, 2012. As a result of the merger, any shares of JDA common stock not previously tendered will be cancelled and shall cease to exist and (other than Shares owned by JDA (including treasury shares), RP Parent, RP Acquisition (other than shares in trust accounts, managed accounts and the like), or by stockholders of JDA who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law) will be converted into the right to receive the same $45.00 per share in cash paid in the tender offer. Following the merger, JDA’s common stock will cease to be traded on The NASDAQ Global Market.
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