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| 8-K - FORM 8-K - JDA SOFTWARE GROUP INC | d432796d8k.htm |
 JDA Strategy & Vision
Tom Dziersk
EVP Sales & Marketing
Exhibit 99.1 |
 Forward-Looking Statements Disclaimer
This
PRESENTATION
may
contain
forward-looking
statements.
These
forward-looking
statements
involve
significant
risks
and
uncertainties.
All
statements
other
than
statements
of
historical
fact
are
statements
that
could
be
deemed
forward-looking
statements,
including
all
statements
regarding
information
regarding
the
intent,
belief
or
current
expectation
of
JDA
Software
Group,
Inc.
(the
“Company”)
and
members
of
its
senior
management
team.
Forward-looking
statements
include,
without
limitation,
statements
regarding
prospective
performance
and
opportunities
and
the
outlook
for
the
Company’s
businesses,
performance
and
opportunities
and
regulatory
approvals,
the
anticipated
timing
of
filings
and
approvals
relating
to
the
transaction;
the
expected
timing
of
the
completion
of
the
transaction;
the
ability
to
complete
the
transaction
considering
the
various
closing
conditions;
and
any
assumptions
underlying
any
of
the
foregoing.
Investors
are
cautioned
that
any
such
forward-looking
statements
are
not
guarantees
of
future
performance
and
involve
risks
and
uncertainties
and
are
cautioned
not
to
place
undue
reliance
on
these
forward-looking
statements.
Actual
results
may
differ
materially
from
those
currently
anticipated
due
to
a
number
of
risks
and
uncertainties.
Risks
and
uncertainties
that
could
cause
the
actual
results
to
differ
from
expectations
contemplated
by
forward
looking
statements
include:
uncertainties
as
to
the
timing
of
the
tender
offer
and
merger;
uncertainties
as
to
how
many
of
the
Company
stockholders
will
tender
their
stock
in
the
offer;
the
possibility
that
competing
offers
will
be
made;
the
possibility
that
various
closing
conditions
for
the
transaction
may
not
be
satisfied
or
waived,
including
that
a
governmental
entity
may
prohibit,
delay
or
refuse
to
grant
approval
for
the
consummation
of
the
transaction;
the
effects
of
disruption
from
the
transaction
making
it
more
difficult
to
maintain
relationships
with
employees,
customers,
other
business
partners
or
governmental
entities;
other
business
effects,
including
the
effects
of
industry,
economic
or
political
conditions
outside
of
the
Company’s
control;
transaction
costs;
actual
or
contingent
liabilities;
and
other
risks
and
uncertainties
discussed
in
the
Company’s
filings
with
the
U.S.
Securities
and
Exchange
Commission
(the
“SEC”),
including
its
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
December
31,
2011,
filed
with
the
SEC
on
August
6,
2012,
its
Quarterly
Reports
on
Form
10-Q,
its
Current
Reports
on
Form
8-K,
the
Tender
Offer
Statement
on
Schedule
TO
and
other
tender
offer
documents
to
be
filed
by
an
affiliate
(the
“Merger
Sub”)
of
RP
Crown
Parent,
LLC
(the
“Parent”),
the
Solicitation/Recommendation
Statement
on
Schedule
14D-9
to
be
filed
by
the
Company
and
the
Proxy
Statement
on
Schedule
14A
to
be
filed
by
the
Company.
All
of
the
materials
related
to
the
transaction
(and
all
other
transaction
documents
filed
with
the
SEC)
will
be
available
at
no
charge
from
the
SEC
through
its
website
at
www.sec.gov.
Investors
and
security
holders
may
also
obtain
free
copies
of
the
documents
filed
by
the
Company
with
the
SEC
by
contacting
Company
Investor
Relations
at
14400
N.
87th
Street,
Scottsdale,
Arizona
85260,
telephone
number
(480-308-3392)
or
mike.burnett@jda.com.
You
are
cautioned
not
to
place
undue
reliance
on
these
forward-looking
statements,
which
speak
only
as
of
the
date
hereof.
The
Company
does
not
undertake
any
obligation
to
update
any
forward-looking
statements
as
a
result
of
new
information,
future
developments
or
otherwise,
except
as
expressly
required
by
law. |
 Forward-Looking Statements Disclaimer
Notice to Investors
Pursuant to the terms of an Agreement and Plan of Merger (the “Merger
Agreement”), dated as of November 1, 2012, by and among the Company,
Parent and Merger Sub, Merger Sub will commence a tender offer within the time period specified in the Merger
Agreement to acquire all of the outstanding shares of common stock, $0.01 par value
per share, of the Company. The tender offer has not yet commenced. This
PRESENTATION is neither an offer to purchase nor a solicitation of an offer to sell any securities. The
solicitation
and
the
offer
to
buy
shares
of
Company
common
stock
will
be
made
pursuant
to
an
offer
to
purchase
and
related
materials that Merger Sub intends to file with the SEC. At the time the offer is
commenced, Merger Sub will file a Tender Offer Statement on Schedule TO with
the SEC, and thereafter the Company will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING
AN OFFER TO PURCHASE, A RELATED
LETTER
OF
TRANSMITTAL
AND
OTHER
OFFER
DOCUMENTS)
AND
THE
SOLICITATION/RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND STOCKHOLDERS OF THE
COMPANY ARE URGED TO READ CAREFULLY AND CONSIDER THESE MATERIALS WHEN THEY
BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER
OFFER. All of these materials (and all other materials filed by the Company
with the SEC) will be available at no charge from the SEC through its website at
www.sec.gov. Investors and stockholders may also obtain free copies of the
documents filed by the Company with the SEC by contacting Company Investor Relations at 14400 N. 87th
Street,
Scottsdale,
Arizona
85260,
telephone
number
(480-308-3392)
or
mike.burnett@jda.com. |
 Forward-Looking Statements Disclaimer
Additional Information about the Merger and Where to Find It
This communication may be deemed to be proxy solicitation material in respect of
the proposed acquisition of the Company by an affiliate of Parent. In
connection
with
the
potential
one-step
merger,
the
Company
will
file
a
Proxy
Statement
on
Schedule
14A
with
the
SEC.
Additionally,
the
Company
will file other
relevant materials with the SEC in connection with the proposed acquisition of the
Company pursuant to the terms of the Merger Agreement. THE PROXY STATEMENT
AND OTHER RELEVANT MATERIALS WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND STOCKHOLDERS OF THE
COMPANY
ARE
URGED
TO
READ
CAREFULLY
AND
CONSIDER
THESE
MATERIALS
WHEN
THEY
BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION. The
materials to be filed by the Company with the SEC may be obtained free of
charge at the SEC’s web site at www.sec.gov. After the Company’s filing thereof, investors and stockholders will also be able to obtain free
copies of the Proxy Statement from the Company by contacting Company Investor
Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260, telephone
number
(480-308-3392)
or
mike.burnett@jda.com.
The Company and its directors, executive officers and other members of their
management and employees, under the SEC rules, may be deemed to be
participants in the solicitation of proxies of the Company’s stockholders in
connection with the proposed transaction. Investors and stockholders may obtain
more detailed information regarding the names, affiliations and interests of
certain of the Company’s executive officers and directors in the solicitation by reading
the Company’s proxy statement for its 2012 Annual Meeting of Stockholders,
which was filed with the SEC on October 4, 2012, the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2011, which was filed with
the SEC on August, 6, 2012, and the proxy statement and other relevant
materials
which
may
be
filed
with
the
SEC
in
connection
with
the
transaction
when
and
if
they
become
available.
Information
concerning
the
interests
of
the
Company’s
potential
participants,
which
may,
in
some
cases,
be
different
than
those
of
the
Company’s
stockholders
generally,
will
be
set
forth
in
the
proxy
statement relating to the transaction when it becomes available.
[Contact Information]
Media:
Beth Elkin 469-357-4225
beth.elkin@jda.com Investors:
Mike
Burnett
480-308-3392
milke.burnett@jda.com ] |
 Winning Profitably
in a Changing World
New Challenges
New Opportunities
New Solutions |
 JDA
Software & RedPrairie have entered into
a definitive merger
agreement Expected close: end of 2012 JDA CEO Hamish Brewer expected to lead the combined company as
its Chief Executive
Exciting News!
6
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 Our companies’
combined solution
breadth, commitment to innovation
and
world-class
associate
base
will
allow us to deliver differentiated
solutions that enable companies to
achieve a greater command of
commerce from raw materials to
finished product and into the hands
of consumers through any channel.
The Combined Company
7
The
FIRST
Our Companies
COMBINED
Creates the FIRST global
enterprise software and services
company providing integrated
supply chain planning and
execution solutions for
manufacturers and retailers
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL
Our Companies
COMBINED |
 A
Unique Combination •
JDA’s market-leading supply chain planning, merchandising and
pricing solutions
are a perfect strategic fit with RedPrairie’s rich heritage
in warehousing, workforce management, store operations and
e-commerce •
Supports the all-channel capabilities that retailers and
manufacturers must have to meet the needs of today’s hyper-connected consumers
•
Immediately represents a $1 billion+ powerhouse
with a compelling value proposition for
success today and continued growth in the future
The Combined Company
8
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 The
biggest and the best run companies •
JDA
currently
has
over
2,700
customers
•
Red
Prairie
has
over
1,400
customers
Sharing customers in retail and manufacturing:
•
82
of the Stores Magazine global top 100 retailers
•
87
of the Consumer Goods Technology global top 100
•
22
of the Gartner Supply Chain Top 25
The Combined Company
9
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 •
Over
4,900
associates
in
total
•
Over 500 sales & marketing
associates in the field
•
Over
1,200
associates
in
global
R&D organization
•
A global solutions delivery capability
enabled by a world-class consulting
organization of over 2,100
associates
The Combined Company
10
A
dedicated
team
focused
on
delivering
value
to
customers
globally with innovative solutions and services including:
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 A
heritage of innovation and global thought leadership
•
A global cloud delivery platform
•
The Combined Company
11
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL
Capable of enabling thousands of customers
to operate their mission critical supply chain
systems and processes with faultless quality
More than 300 patents granted and pending
|
 Winning Profitably in a Changing
World Requires Innovation
12
LONG-TERM
VALUE DELIVERY
SERVICES
SOLUTIONS
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 Retailing in a Consumer-Centric
World
•
Migrate from product to customer centricity
•
Optimize profitability in a real-time cross-channel shopping
environment •
Utilize a consistent view of the customer across channels to drive loyalty
•
Systematically provide differentiated
service to different customers
•
Quickly respond to dynamic shifts in consumer demand
Success for retailers
in the next
decade will be defined by their ability to:
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 JDA
Customer Engagement Cloud •
An innovative new solution from JDA
•
A foundational component of the
consumer-connected retail
business model
•
Designed to be implemented on top
of your existing ERP infrastructure
•
Delivered on the JDA Cloud platform
Consumer-Connected Retail
Delivered anywhere in real time
on the JDA Cloud platform
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 Balance Profitability and
Customer Satisfaction
•
•
–
Mobile empowerment of store associates
–
Real-time, multi-echelon inventory optimization
•
•
JDA Customer Engagement Cloud
General availability December 2012
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL
Converting shopper to buyer
Transform store into an asset
Consistent customer experience
JDA patented profitable promising algorithm |
 Manufacturing in
a
Consumer-Centric World
Power-up the supply
chain by connecting
it to the shelf to:
•
•
•
Manufacturer’s Supply Chain
Warehouse
Raw Materials
Factory
Warehouse
Consumers
Store /
e-commerce
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL
Improve on-shelf availability
Reduce inventory across
the entire value chain
Set integrated supply
chain strategies from
raw materials to delivery
to the shelf |
 Hyper-scalable solution designed to allow
manufacturers to collaborate with retailers at the shelf
•
•
•
•
•
Available now on the JDA Cloud
for rapid deployment
JDA Shelf-Connected Cloud
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL
Improve on-shelf availability
Eliminate the inventory “bubble”
Localize assortments
Reduce costs and increase competitiveness
Analysis dashboards for out-of-stocks,
sell-through and inventory performance |
 Winning Profitably in a Changing
World Requires Innovation
18
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL
LONG-TERM
VALUE DELIVERY
SERVICES
SOLUTIONS |
 JDA
Integrated Service Delivery We have re-organized our business
to support our paradigm shift to cloud
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL
•
Integrated
–
Consulting
–
Education
–
Cloud services
–
Support
•
Regional leaders responsible for
all services
•
Global standards, processes, knowledge, tools |
 Benefits
–
Simpler, single point of service for JDA customers
–
Increased efficiency and agility to
serve you better
–
Less work for you,
we manage your evolving needs
–
We will apply same processes
with our certified partners
JDA Integrated Service Delivery
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 Winning Profitably in a Changing
World Requires Innovation
21
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 JDA
Cloud
Services
is
driving
a
paradigm
shift
in
enterprise software development, deployment and
support that provides our customers with:
•
Improved business agility
•
Risk mitigation
•
Investment protection
•
Increased customer value
•
The first major planning and
optimization
solutions platform offering a true
cloud
capability
JDA’s Cloud Strategy
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL |
 Copyright
2012
JDA
Software
Group,
Inc.
-
CONFIDENTIAL |
 Copyright
2012
JDA
Software
Group,
Inc.
-
CONFIDENTIAL |
 Conclusion
Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL JDA
is transforming to meet today’s challenges •
We are focused on driving value for you
–
Agility
–
Speed
–
Cost reduction
–
Value
•
We are supporting this transition with ongoing investment
in innovation to enable next-generation operating models
|