JDA SOFTWARE GROUP INC - FORM 8-K - EX-99.6 - PRESENTATION SLIDES, DATED NOVEMBER 1, 2012

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8-K - FORM 8-K - JDA SOFTWARE GROUP INC	d432220d8k.htm
EX-99.1 - JOINT PRESS RELEASE - JDA SOFTWARE GROUP INC	d432220dex991.htm
EX-99.2 - LETTER TO EMPLOYEES - JDA SOFTWARE GROUP INC	d432220dex992.htm
EX-99.3 - LIST OF FREQUENTLY ASKED QUESTIONS TO EMPLOYEES - JDA SOFTWARE GROUP INC	d432220dex993.htm
EX-99.4 - LETTER TO CUSTOMERS - JDA SOFTWARE GROUP INC	d432220dex994.htm
EX-99.5 - LIST OF FREQUENTLY ASKED QUESTIONS TO CUSTOMERS - JDA SOFTWARE GROUP INC	d432220dex995.htm

Associate Call Talking Points

11/1/12

Exhibit 99.6

•

JDA and RedPrairie announced a merger this

morning.

•

JDA will be acquired by New Mountain Capital

taking the company private.

•

NMC owns RedPrairie (since 2010) and we will

integrate the two companies together

•

NMC will fund the transaction with debt and

equity

•

I will be the CEO of the combined company

The Deal

•

Great deal for JDA shareholders at $45/share

–

33% premium

•

Great deal for JDA customers

–

We will be able to create exciting new opportunities to create

new value for our customers

–

Integrating

supply

chain

planning

execution

–

fill

the

WMS

gap

–

Supporting omni-channel commerce with the most complete

suite of capabilities in the market

•

Customer engagement augmented with RP commerce suite, RP

WMS for fulfillment, RP store ops, RP WFM

–

Market

leader

WFM

–

ties

into

demand

planning

and

space

and category mgmt

A Great Deal

•

A great deal for associates

–

We will be the largest pure play in supply chain planning and

execution –

very well positioned to compete with our larger

competitors

–

We are going to build a great business and as a result there will

be great career opportunities for associates who can help us

make this happen

–

Lots of challenging opportunities as we build this new business –

we are going to need strong commitment from our associates

•

Customer care

•

Expertise

•

Leadership

•

Integrity and character

–

This is going to be a chance to show what you can do !

A Great Deal

•

We do not have a detailed transition plan

yet

–

We will make one in the next few weeks and

begin the integration in early 2013

–

Until then, there will be a number of questions

that do not have answers and I would ask for

your patience

–

In the meantime, please focus on running the

JDA business, deliver our year end plan, take

good care of our customers

•

Thank you

Transition Planning

Forward-Looking Statements

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.

Pursuant

the

terms

Agreement

and

Plan

Merger

(the

“Merger

Agreement”),

dated

October

31,

2012,

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

commenced,

Merger

Sub

will

file

Tender

Offer

Statement

Schedule

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. In addition, 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.

Notice to Investors

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

the

Company

pursuant

the

terms

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

THE

PROPOSED

TRANSACTION.

The

materials

filed

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 85360, 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,

some

cases,

different

than

those

the

Company’s

stockholders

generally, will be set forth in the proxy statement relating to the transaction when it becomes available.

Additional Information about the

Merger and Where to Find It

Investors:

Mike Burnett, JDA Group Vice President, Treasury & Investor Relations

480-308-3392

mike.burnett@jda.com

Media:

Beth Elkin, Vice President, Marketing & Communications

469-357-4225

beth.elkin@jda.com

Contact Information

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