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 All shares that were validly tendered into the offer and not properly withdrawn have been accepted for payment and will be paid promptly in accordance with the terms of the offer.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as of the offer’s expiration, 39,515,631 shares of common stock of JDA have been validly tendered and not properly withdrawn pursuant to the tender offer (excluding shares subject to outstanding notices of guaranteed delivery).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than shares in trust accounts, managed accounts and the like), or by stockholders of JDA who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law) will be converted into the right to receive the same $45.00 per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.
In addition, on December 21, 2012, JDA called for redemption all of its outstanding $275,000,000 aggregate principal amount 8.0% Senior Notes due 2014 (the “Notes”) in accordance with the redemption provisions of the indenture governing the Notes, dated as of December 10, 2009 (as supplemented by that certain Supplemental Indenture dated as of January 28, 2010, the “Indenture”), among JDA, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). The redemption date for the Notes will be January 21, 2013 (the “Redemption Date”). The Notes will be redeemed at a redemption price of 104.00% of the principal amount thereof, plus accrued and unpaid interest on the Notes redeemed to, but not including, the Redemption Date, in accordance with the provisions of the Indenture. In connection with the redemption, JDA satisfied and discharged its obligations under the Indenture in accordance with the satisfaction and discharge provisions of the Indenture, by causing to be deposited with the Trustee sufficient funds to pay the redemption price, plus accrued and unpaid interest on the Notes to, but not including, the Redemption Date. As a result of the satisfaction and discharge of the Indenture, JDA has been released from its remaining obligations under the Indenture and the Notes.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. About 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.