Attached files
file | filename |
---|---|
8-K - FORM 8-K - JDA SOFTWARE GROUP INC | p16493e8vk.htm |
EX-10.2 - EX-10.2 - JDA SOFTWARE GROUP INC | p16493exv10w2.htm |
EX-10.1 - EX-10.1 - JDA SOFTWARE GROUP INC | p16493exv10w1.htm |
EX-4.1 - EX-4.1 - JDA SOFTWARE GROUP INC | p16493exv4w1.htm |
EXHIBIT 99.1
| ||
JDA Software PRESS RELEASE |
Contact Information at End of Release |
|
|
JDA
Software Announces Closing of its Offering of $275 Million of Senior
Notes;
Exercise of Financing Election in Acquisition of i2 Technologies
Exercise of Financing Election in Acquisition of i2 Technologies
Scottsdale,
Arizona December 10, 2009 JDA® Software Group, Inc. (NASDAQ: JDAS)
today announced that it has closed its offering of $275 million in aggregate principal amount of
8.00% senior notes due 2014 to qualified institutional buyers in the United States pursuant to Rule
144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as
amended. The issue price is 98.988% of the principal amount of the senior notes.
JDA intends to use the proceeds of the offering, along with its existing cash and cash on hand
at i2 Technologies, Inc. (NASDAQ: ITWO), to pay the cash portion of the consideration payable to
i2s common and preferred shareholders in connection with the previously announced acquisition of
i2 by JDA, as well as the estimated fees and other transaction costs of the acquisition and
offering. The notes are guaranteed by JDAs existing and future domestic subsidiaries and will be
guaranteed, following the closing of the acquisition, by i2 and its domestic subsidiaries, in each
case other than certain immaterial subsidiaries.
In connection with the closing of the offering, and the deposit of the proceeds of the
offering into escrow, JDA exercised its right to make the financing election pursuant to Section
5.15(b) of the Merger Agreement dated November 4, 2009 among JDA, Alpha Acquisition Corp., or
Merger Sub, and i2. Pursuant to such election, JDA, among other things, has irrevocably and
unconditionally elected to pay, in respect of each issued and outstanding share of i2 common stock
(other than shares held by i2, JDA, Merger Sub, and dissenting i2 stockholders), merger
consideration consisting of 0.2562 of a share of JDAs common stock and $12.70 in cash. Based on
the closing sale price of JDAs common stock on December 9, 2009, the merger consideration has an
implied value of $18.76 per share of i2 common stock. As a result of its making the financing
election, JDA intends to file an amendment to its Registration Statement on Form S-4 (File No.
333-163215) to provide, among other things, appropriate information with respect to the Financing
and updated pro forma financial information.
The senior notes have not been registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and will be offered only to qualified institutional buyers in
reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities
Act of 1933, as amended. Unless so registered, the senior notes may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements of the Securities
Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to
buy these securities, nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
About JDA Software Group, Inc. (Pre-Acquisition)
JDA®
Software Group, Inc. (NASDAQ: JDAS) is the worlds leading supply chain
solutions provider, helping companies optimize operations and improve profitability. For more
information about JDA, visit www.jda.com or contact us at info@jda.com or call +1.800.479.7382 /
+1.480.308.3000.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934 and Section 27A of the Act. Forward-looking statements reflect
current expectations and projections about future events, and thus involve uncertainty and risk. It
is possible that future events, including whether the acquisition is completed on the terms
anticipated or at all, may differ from expectations due to a variety of risks and other factors
such as those described in JDAs Annual Report on Form 10-K for the fiscal year ended December 31,
2008, as updated by subsequent Quarterly Reports on Form 10-Q, as filed with the U.S. Securities
and Exchange Commission. It is not possible to foresee or identify all such factors. Any
forward-looking statements in this news release are based on certain assumptions and analyses made
in light of JDAs experience and perception of historical trends, current conditions, expected
future developments, and other factors it believes are appropriate in the circumstances.
Forward-looking statements are not a guarantee of future performance and actual results or
developments may differ materially from expectations. JDA does not intend to update any particular
forward-looking statements contained in this press release.
JDA Investor Relations Contacts:
Pete Hathaway, EVP/CFO
pete.hathaway@jda.com
480-308-3000
Pete Hathaway, EVP/CFO
pete.hathaway@jda.com
480-308-3000
Mike Burnett, GVP, Treasury and Investor Relations
mike.burnett@jda.com
480-308-3000
mike.burnett@jda.com
480-308-3000
JDA Public Relations Contact:
Kathy Kim, Senior Director, Marketing
kathy.kim@jda.com
480-308-3248
Kathy Kim, Senior Director, Marketing
kathy.kim@jda.com
480-308-3248