RedPrairie, JDA to Merge

Combined entity will offer broad portfolio of supply-chain solutions

ATLANTA & SCOTTSDALE, Ariz. -- RedPrairie and JDA Software Group Inc., leaders in enterprise software and services for the extended supply chain, have announced that JDA and affiliates of RedPrairie have entered into a definitive merger agreement. The combined entity will offer a broad portfolio of solutions and services to manage global supply chains--from raw materials, to finished products--into the hands of consumers, through any channel.

The transaction has a total enterprise value of approximately $1.9 billion. The board of directors of JDA has approved the transaction, which will create one of the largest global software companies with combined revenues of more than $1 billion.

Under the terms of the merger agreement, entities affiliated with RedPrairie will effect a cash tender offer to acquire all outstanding shares of JDA common stock for $45 per share. The $45 per share offer price represents a 33% premium to JDA's stock price on Oct. 26, 2012, the day before market rumors surfaced stating JDA was exploring a sale. The offer price also represents a 16% premium to JDA's all-time high stock price.

JDA's heritage of pioneering market-leading supply chain planning, merchandising and pricing solutions fits with RedPrairie's heritage in warehousing, workforce management, store operations and e-commerce, the companies said.

Following completion of the transaction, Hamish Brewer, current president and CEO of JDA, will lead the combined company as its CEO. Her has more than 20 years of industry experience and a proven track record of successfully integrating large businesses.

RedPrairie's CEO, Michael Mayoras will remain on the board of the combined company.

"This transaction generates tremendous value for JDA shareholders, offering them a meaningful premium for their shares," said Brewer. "This is a strong combination of two leading companies with highly complementary product suites. It will give businesses the power to better manage global commerce through a new world of capabilities. The combined company will have a unique ability to address our customers' increasingly complex needs with a full spectrum of solutions for planning and execution across the entire value chain."

Alok Singh, chairman of RedPrairie, said, "We believe that this combined company will deliver a strong ROI and extraordinary customer value for both B2B and B2C enterprises. It will be the single best source of software products and domain expertise for manufacturers and retailers. Both companies share a history of innovation, including JDA's leadership in cloud offerings and RedPrairie's strength in workforce management and e-commerce."

Mayoras said, "This merger establishes a company perfectly suited to meet the evolving demands of the 'always-on' mobile consumer. Both companies have historically demonstrated their leadership in supply chain innovation. I look forward to committing myself to the success of this combined company because I believe it will provide extraordinary customer value."

Transaction Highlights

The tender offer and merger are subject to customary closing conditions, including the satisfaction of the minimum tender condition in the tender offer that at least 79% of JDA's outstanding shares on a fully diluted basis be tendered, and clearance from antitrust regulatory authorities. The transaction, which is expected to close by the end of 2012, will be funded with fully committed debt financing from Credit Suisse. In addition to contributing the current equity capital of RedPrairie, New Mountain Capital will also commit additional new cash equity to fund the transaction.

The board of the combined company will be composed of the current members of the RedPrairie board, including Singh, Mayoras, Nanci Caldwell, Martin Hiscox, Lawrence Jackson, Thomas Manley, Peter Masucci, Tim Pawlenty and Janet Perna. Upon closing of the transaction, RedPrairie expects that Brewer will join the RedPrairie board.

JDA, Scottsdale, Ariz.,is a leading provider of supply chain management, merchandising and pricing solutions worldwide. It helps more than 2,700 companies of all sizes to make optimal decisions that improve profitability and achieve real results in the manufacturing, wholesale distribution, transportation, retail and services industries. With an integrated solutions offering that spans the entire supply chain from materials to the consumer, JDA leverages the heritage and knowledge capital of acquired market leaders including i2 Technologies, Manugistics, E3, Intactix and Arthur. JDA's offering, including complete solution lifecycle management via JDA Cloud Services, provides customers with leading-edge industry practices and supply chain expertise, lower total cost of ownership, long-term business value and 24/7 functional and technical support.

Atlanta-based RedPrairie's supply chain, workforce and all-channel retail are installed in more than 60,000 customer sites across more than 50 countries. Its solutions adapt to help ensure visibility and collaboration between manufacturers, distributors, retailers and consumers. And it offers multiple delivery options, flexible architecture and 24/7 technical and customer support.

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