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JDA SOFTWARE GROUP INC FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 8.01. Other Events.
On November 15, 2012, RedPrairie Corporation ("RedPrairie") issued a press
release announcing that its affiliates, including RP Crown Acquisition Sub LLC
("Merger Sub") and Merger Sub's sole equity holder, RP Crown Parent, LLC
("Parent"), have commenced a cash tender offer to purchase all outstanding
shares of common stock, par value $0.01 per share, of JDA Software Group, Inc.
(the "Company") at a purchase price of $45.00 per share, net to sellers in cash,
without interest thereon and less any required withholding taxes.
The press release was previously filed as exhibit (a)(1)(H) to the tender offer
statement on Schedule TO, including an Offer to Purchase and related Letter of
Transmittal, filed by Parent, Merger Sub and certain of their affiliates with
the U.S. Securities and Exchange Commission (the "SEC") on November 15, 2012,
and is attached to this Current Report on Form 8-K.
Forward Looking Statements
This report 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 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 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 documents filed by Merger Sub and certain of its affiliates, and the
solicitation/recommendation statement 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.
Notice to Investors
This report 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 has been made pursuant to a tender offer statement on Schedule TO,
containing an Offer to Purchase and related tender offer documents, filed by
Merger Sub and certain of its affiliates with the SEC on November 15, 2012. On
November 15, 2012, the Company filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. These documents contain
important information that should be read carefully and considered before any
decision is made with respect to the tender offer. The tender offer 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.
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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 an Agreement and Plan of Merger dated as of
November 1, 2012 by and among the Company, Parent and Merger Sub. 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
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release issued by RedPrairie Corporation on November 15, 2012.
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