CORRECTING & REPLACING JDA Software Announces Closing of Its Offering of $275 Million of Senior Notes; Exercise of Financing ...
December 10 2009 - 7:56PM
Business Wire
Third graph, second sentence of release should read: Pursuant to
such election, JDA, among other things, has irrevocably and
unconditionally elected to pay, in respect of each issued and
outstanding share of i2 common stock (other than shares held by i2,
JDA, Merger Sub, and dissenting i2 stockholders), merger
consideration consisting of 0.2562 of a share of JDA’s common stock
and $12.70 in cash (sted Pursuant to such election, JDA, among
other things, has irrevocably and unconditionally elected to pay,
in respect of each issued and outstanding share of i2 common stock
(other than shares held by i2, JDA, Merger Sub, and dissenting i2
stockholders), merger consideration consisting of 0.2652 of a share
of JDA’s common stock and $12.70 in cash).
The corrected release reads:
JDA SOFTWARE ANNOUNCES CLOSING OF
ITS OFFERING OF $275 MILLION OF SENIOR NOTES; EXERCISE OF FINANCING
ELECTION IN ACQUISITION OF I2 TECHNOLOGIES
JDA® Software Group, Inc. (NASDAQ: JDAS) today announced that it
has closed its offering of $275 million in aggregate principal
amount of 8.00% senior notes due 2014 to qualified institutional
buyers in the United States pursuant to Rule 144A and outside the
United States pursuant to Regulation S under the Securities Act of
1933, as amended. The issue price is 98.988% of the principal
amount of the senior notes.
JDA intends to use the proceeds of the offering, along with its
existing cash and cash on hand at i2 Technologies, Inc. (NASDAQ:
ITWO), to pay the cash portion of the consideration payable to i2’s
common and preferred shareholders in connection with the previously
announced acquisition of i2 by JDA, as well as the estimated fees
and other transaction costs of the acquisition and offering. The
notes are guaranteed by JDA’s existing and future domestic
subsidiaries and will be guaranteed, following the closing of the
acquisition, by i2 and its domestic subsidiaries, in each case
other than certain immaterial subsidiaries.
In connection with the closing of the offering, and the deposit
of the proceeds of the offering into escrow, JDA exercised its
right to make the financing election pursuant to Section 5.15(b) of
the Merger Agreement dated November 4, 2009 among JDA, Alpha
Acquisition Corp., or Merger Sub, and i2. Pursuant to such
election, JDA, among other things, has irrevocably and
unconditionally elected to pay, in respect of each issued and
outstanding share of i2 common stock (other than shares held by i2,
JDA, Merger Sub, and dissenting i2 stockholders), merger
consideration consisting of 0.2562 of a share of JDA’s common stock
and $12.70 in cash. Based on the closing sale price of JDA’s common
stock on December 9, 2009, the merger consideration has an implied
value of $18.76 per share of i2 common stock. As a result of its
making the financing election, JDA intends to file an amendment to
its Registration Statement on Form S-4 (File No. 333-163215) to
provide, among other things, appropriate information with respect
to the Financing and updated pro forma financial information.
The senior notes have not been registered under the Securities
Act of 1933, as amended, or applicable state securities laws, and
will be offered only to qualified institutional buyers in reliance
on Rule 144A and in offshore transactions pursuant to Regulation S
under the Securities Act of 1933, as amended. Unless so registered,
the senior notes may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
About JDA Software Group, Inc. (Pre-Acquisition)
JDA® Software Group, Inc. (NASDAQ: JDAS) is the world’s leading
supply chain solutions provider, helping companies optimize
operations and improve profitability. For more information about
JDA, visit www.jda.com or contact us at info@jda.com or call
+1.800.479.7382 / +1.480.308.3000.
Forward-Looking Statements
This press release contains “forward-looking” statements within
the meaning of Section 21E of the Securities Exchange Act of 1934
and Section 27A of the Act. Forward-looking statements reflect
current expectations and projections about future events, and thus
involve uncertainty and risk. It is possible that future events,
including whether the acquisition is completed on the terms
anticipated or at all, may differ from expectations due to a
variety of risks and other factors such as those described in JDA’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2008, as updated by subsequent Quarterly Reports on Form 10-Q, as
filed with the U.S. Securities and Exchange Commission. It is not
possible to foresee or identify all such factors. Any
forward-looking statements in this news release are based on
certain assumptions and analyses made in light of JDA’s experience
and perception of historical trends, current conditions, expected
future developments, and other factors it believes are appropriate
in the circumstances. Forward-looking statements are not a
guarantee of future performance and actual results or developments
may differ materially from expectations. JDA does not intend to
update any particular forward-looking statements contained in this
press release.
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