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 Subs 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 Companys 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 Companys control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in the Companys 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
.
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 SECs web site at www.sec.gov. After the Companys 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
Companys 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 Companys executive officers and
directors in the solicitation by reading the Companys proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on October 4, 2012, the Companys 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 Companys potential participants, which may, in some cases, be different than those of the Companys stockholders generally, will be set forth in the proxy statement relating to the transaction when it
becomes available.