JDAS Jda Software Grp., Inc. (MM)

 

This summary highlights selected information contained in this Proxy Statement related to the merger and does not contain all of the information that may be important to you. Each section of this summary is qualified in its entirety by reference to the full discussions of the related matters in the body of this Proxy Statement, and to understand the merger fully and for a more complete description of the terms of the merger agreement, you should carefully read this entire document, including the annexes and the other documents referred to herein. Additional important information is also contained in the documents incorporated by reference into this Proxy Statement — see “Where You Can Find More Information” beginning on page 106.

 

Unless otherwise indicated or unless the context requires otherwise, all references in this document to “i2” refer to i2 Technologies, Inc. and its subsidiaries; all references in this document to “JDA” refer to JDA Software Group, Inc.; all references in this document to “Merger Sub” refer to Alpha Acquisition Corp.; all references in this document to “Series B Preferred Stock” refer to i2’s Series B 2.5% Convertible Preferred Stock; all references in this document to the “merger agreement” refer to the Agreement and Plan of Merger, dated as of November 4, 2009, among JDA, Merger Sub, and i2, a copy of which is attached as Annex A to this Proxy Statement; and all references to the “merger” refer to the merger contemplated by the merger agreement.

 

Each of the boards of directors of JDA and i2 has approved a strategic merger of JDA and i2. Pursuant to the merger agreement, Merger Sub will merge with and into i2, with i2 being the surviving corporation. After the merger, JDA will own all of i2’s outstanding stock and i2’s common stock will no longer be listed on Nasdaq. A copy of the merger agreement is attached as Annex A to this Proxy Statement. We encourage you to read the merger agreement carefully and fully as it is the definitive agreement that governs the merger. For more information on the merger agreement, see “Merger Agreement and Other Related Agreements” beginning on page 61.

 

i2 Technologies, Inc.

11701 Luna Road

Dallas, TX 75234

469-357-1000

www.i2.com

 

Throughout its more than 20-year history of innovation and value delivery, i2 has dedicated itself to building successful customer partnerships. As a full-service supply chain company, i2 is uniquely positioned to help its clients achieve world-class business results through a combination of consulting, technology, and managed services. i2’s solutions are pervasive in a wide cross section of industries. i2’s common stock is currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbol “ITWO.” Information contained on i2’s website does not constitute a part of this Proxy Statement.

 

JDA Software Group, Inc.

14400 N. 87th Street

Scottsdale, AZ 85260-3649

480-308-3000

www.JDA.com

 

JDA is focused on helping companies realize real supply chain and revenue management results — fast. JDA Software delivers integrated merchandising as well as supply chain and revenue management planning, execution, and optimization solutions for the consumer-driven supply chain and services industries. Through its industry leading solutions, leading manufacturers, distributors, retailers and services companies around the world are growing their businesses with greater predictability and more profitably. JDA’s common stock is listed on Nasdaq

under the symbol “JDAS.” Information contained on JDA’s website does not constitute a part of this Proxy Statement.

 

Alpha Acquisition Corp.

14400 N. 87th Street

Scottsdale, AZ 85260-3649

 

Alpha Acquisition Corp., which we refer to as “Merger Sub,” is a wholly-owned subsidiary of JDA formed for the purpose of merging with and into i2. Merger Sub is not engaged in any business activity other than in connection with the merger. Merger Sub is incorporated under the laws of the State of Delaware.

 

In the course of determining that the merger and the merger agreement are advisable and in the best interests of i2 and its stockholders, the i2 board of directors consulted with i2’s management, as well as its financial and legal advisors. i2’s board of directors considered a number of factors in making its determination that the merger and the merger agreement are advisable and in the best interests of i2 and its stockholders, including the following:

 

 

The i2 board of directors also considered a number of other factors and risks concerning the merger, which are described in greater detail beginning on page 39.

 

Each issued and outstanding share of i2 common stock (other than shares held by i2, JDA, Merger Sub and dissenting i2 stockholders) will be converted into the right to receive 0.2562 of a share of JDA common stock and $12.70 in cash. The fraction of a share of JDA common stock to be issued as part of the merger consideration is referred to in this Proxy Statement as the “exchange ratio.”

 

Holders of i2 common stock will not receive any fractional JDA shares in the merger. Instead, the total number of shares that each holder of i2 common stock will receive in the merger as part of the merger consideration will be rounded down to the nearest whole number, and JDA will pay cash for any resulting fractional share that an i2 stockholder otherwise would be entitled to receive. The amount of cash payable for a fractional share of i2 common stock will be determined by multiplying the fraction by the average closing price of JDA common stock on Nasdaq for the five consecutive trading days ending three days prior to the effective time of the merger.

 

Example:  If you currently own 100 shares of i2 common stock, you would be entitled to receive (i) $1,270.00 in cash (100 shares of i2 common stock multiplied by $12.70 in cash per share) and (ii) 25.62 shares of JDA common stock (100 shares of i2 common stock multiplied by the exchange ratio of 0.2562). Since fractional shares will not be issued, you will be entitled to receive, in lieu of the 25.62 shares of JDA common stock referenced above, 25 shares of JDA common stock and a check for the market value of 0.62 of a share of JDA common stock, calculated as provided above.

 

Each outstanding share of Series B Preferred Stock will be converted into the right to receive $1,100.00 per share in cash, which is equal to the stated change of control liquidation value of each such share, plus all accrued and unpaid dividends thereon through the effective time, without interest.

Subject to certain limited exceptions described in the next paragraph, the exchange ratio is fixed, and will not be adjusted to reflect stock price changes prior to the closing. Accordingly, the value of the merger consideration to be received in exchange for each share of i2 common stock under either structure will fluctuate with the market price of JDA common stock.

 

The exchange ratio will be adjusted immediately prior to the effective time if the exchange ratio would result in JDA issuing in excess of 19.9% of its outstanding common stock as a result of the merger. At the time of the execution of the merger agreement, the number of shares of JDA common stock (and securities convertible or exercisable for JDA common stock) expected to be issued in the merger constituted less than 19.9% of JDA’s outstanding shares of common stock. To the extent that JDA’s stock price increases prior to the effective time of the merger, then the spread between the exercise price of outstanding, “in the money” i2 stock options and the implied value of the merger consideration would also increase, leading to an increase in the number of shares of JDA stock payable in respect of such outstanding i2 stock options. Also, a greater number of outstanding stock options of i2 could become “in the money” and entitled to receive merger consideration, thereby further increasing the number of shares of JDA common stock issuable in connection with the merger. However, since JDA’s stock price would need to exceed approximately $80.00 per share in order to cause any such adjustment to the exchange ratio, JDA and i2 currently do not expect any such adjustment to the exchange ratio to occur. In the unexpected event that the adjustment is required, the exchange ratio will be reduced to the minimum extent necessary so that the number of shares of JDA common stock issued or issuable as a result of the merger will equal no more than 19.9% of its outstanding common stock and the cash portion of the merger consideration will be increased (up to a maximum of $10 million in the aggregate) by an equivalent value (based on the volume weighted average price of JDA common stock for the five consecutive trading days ending two days prior to the effective time of the merger, as such prices are reported on Nasdaq). A vote by i2 stockholders for the adoption of the merger agreement constitutes approval of the merger whether or not the exchange ratio and cash portion are adjusted as described above.

 

The exchange ratio will also be adjusted if between signing of the merger agreement and the effective time of the merger the outstanding JDA common stock or i2 common stock is changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or the declaration of a stock dividend or dividend payable in any other securities is declared with a record date within such period, or any similar event occurs, in which case the exchange ratio will be adjusted such that the holders of i2 common stock will be provided with the same economic effect as contemplated by the merger agreement.

 

In the merger, each outstanding option to acquire i2 common stock will be canceled and terminated at the effective time and converted into the right to receive the merger consideration with respect to the number of shares of i2 common stock that would be issuable upon a net exercise of such option assuming the market value of the i2 common stock at the time of such exercise were equal to the value of the merger consideration as of the close of trading on the trading day immediately prior to the effective time. Any outstanding option with a per-share exercise price that is greater than or equal to such amount will be canceled and terminated as of the effective time, and no payment will be made with respect thereto.

 

Example: If the value of the merger consideration as of the close of trading on the trading day immediately prior to the effective time is $18.00 per share of i2 common stock, then a holder of an option to purchase 100 shares of i2 common stock at an exercise price of $9.00 per share would receive merger consideration in respect of 50 shares of i2 common stock (calculated by multiplying the 100 shares subject to such option by a fraction, the numerator of which is the difference between the merger consideration value of $18.00 per share and the exercise price of $9.00 per share, and the denominator of which is equal to the merger consideration value of $18.00 per share). Accordingly, such option holder would be entitled to receive (i) $635.00 in cash (50 shares of i2 common stock multiplied by $12.70 in cash per share) and (ii) 12.81 shares of JDA common stock (50 shares of i2 common stock multiplied by the exchange ratio of 0.2562). Since fractional shares will not be issued, such holder would be entitled to receive, in lieu of the 12.81 shares of JDA common stock referenced above, 12 shares of JDA common stock and a check for the market value of 0.81 of a share of JDA common stock, calculated as provided above. Alternatively, if the value of the merger consideration as of the close of trading on the trading day immediately prior to effective time is $20.00 per share of i2 common stock, then a holder of an option to purchase 100 shares of i2

common stock with an exercise price of $9.00 per share of i2 common stock would instead receive merger consideration in respect of 55 shares of i2 common stock (calculated by multiplying the 100 shares subject to such option by a fraction, the numerator of which is the difference between the merger consideration value of $20.00 per share and the exercise price of $9.00 per share, and the denominator of which is equal to the merger consideration value of $20.00 per share).

 

Also, at the effective time of the merger, each i2 restricted stock unit award outstanding immediately prior to the effective time of the merger will become fully vested (except that with respect to any restricted stock unit which by the terms of the award agreement pursuant to which it was granted provides for a lesser percentage of such restricted stock unit to become vested upon the consummation of the merger, such restricted stock unit shall only become vested as to such lesser percentage), and then will be canceled and terminated at the effective time, and the holder of such vested restricted stock unit will be entitled to receive the merger consideration for each share of i2 common stock into which the vested portion of the restricted stock unit would otherwise be convertible. Each restricted stock award will become fully vested immediately prior to the effective time.

 

At the effective time of the merger, each warrant to purchase shares of i2’s common stock that is outstanding and unexercised immediately prior to the effective time of the merger will cease to represent a right to acquire i2’s common stock and will be assumed by JDA and converted automatically into a warrant of JDA under which the holder will have the right to receive, upon exercise of the warrant, the merger consideration which such holder would have received as a holder of i2 common stock if such i2 warrant had been exercised for i2 common stock immediately prior to the effective time of the merger.

 

On December 10, 2009, JDA issued $275 million aggregate principal amount of its 8.0% senior notes due 2014. The notes were issued pursuant to an indenture, dated as of December 10, 2009, among JDA, certain of its subsidiaries, and U.S. Bank National Association, as trustee. The net proceeds from the issuance of the notes totaled $266.7 million. On the date of the offering, the net proceeds of the offering, together with an additional amount funded by JDA, were deposited into an escrow account established pursuant to an escrow and security agreement, dated December 10, 2009, by and between JDA, U.S. Bank National Association, as escrow agent and U.S. Bank National Association, as trustee under the Indenture. The proceeds from the sale of the notes, together with cash on hand at JDA and i2, will be used to pay the cash portion of the merger consideration.

 

JDA common stock is listed on Nasdaq under the symbol “JDAS.” i2 common stock is listed on Nasdaq under the symbol “ITWO.” The following table shows the closing sale prices of JDA common stock and i2 common stock as reported on Nasdaq on November 4, 2009, the last trading day before the merger agreement was announced, and on December 15, 2009, the latest practicable date before the printing of this Proxy Statement. The table also shows the implied value of the merger consideration proposed for each share of i2 common stock, which was calculated by adding (i) the amount of the cash consideration per share, and (ii) and the closing price of JDA common stock as of the specified date, multiplied by the exchange ratio.

 

 

The prices set forth in the table above will fluctuate prior to the special meeting and the consummation of the merger, and stockholders are urged to obtain current market quotations prior to making any decision with respect to the merger.

 

With certain limited exceptions not expected to apply to the merger, the exchange ratio is fixed, and will not be adjusted to reflect stock price changes prior to the closing. Accordingly, the value of the merger consideration to be received in exchange for each share of i2 common stock will fluctuate with the market price of JDA common stock.

 

The JDA board of directors has agreed to consider adding one mutually agreeable i2 director to its board. If an additional director is appointed, then upon the consummation of the merger, JDA will increase the size of its board of directors by one member, to six directors, and appoint one person, mutually acceptable to JDA and i2, as a member of the board of directors of JDA. The other members of the board of directors of JDA will remain the same.

 

After careful consideration, the i2 board of directors recommends that holders of i2 common stock vote FOR the Merger Proposal and FOR the Adjournment/Postponement Proposal.

 

The i2 board of directors considered the analyses of Thomas Weisel Partners and the opinion of Thomas Weisel Partners to i2’s board of directors that, as of November 4, 2009, and based upon and subject to the factors and assumptions set forth therein, the merger consideration payable to i2’s common stockholders (other than JDA, the holders of Series B Preferred Stock, and their respective affiliates, and dissenting i2 stockholders) pursuant to the merger agreement was, as of such date, fair from a financial point of view to such stockholders.

 

The full text of the written opinion of Thomas Weisel Partners, dated November 4, 2009, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D to this Proxy Statement. The summary of the opinion of Thomas Weisel Partners in this Proxy Statement is qualified in its entirety by reference to the full text of the opinion. Thomas Weisel Partners provided its opinion for the information and assistance of i2’s board of directors in connection with its consideration of the transaction. The opinion of Thomas Weisel Partners is not a recommendation as to how any holder of i2’s common stock should vote with respect to the transaction or any other matter. Pursuant to an engagement letter between i2 and Thomas Weisel Partners, as compensation for its services in connection with the merger, i2 paid Thomas Weiser Partners a retainer fee and, upon the delivery of Thomas Weisel Partners’ opinion, a fee of $400,000. Additional compensation of 1.25% of the aggregate consideration (including outstanding indebtedness) in the merger, or approximately $4.5 million based on the closing share prices of i2 and JDA as of November 4, 2009, will be payable to Thomas Weisel Partners upon completion of the merger, against which the amounts paid for the retainer and for the opinion will be credited. In addition, i2 has agreed to reimburse Thomas Weisel Partners for certain of its expenses in connection with its engagement and to indemnify Thomas Weisel Partners and its affiliates against certain damages and liabilities in connection with or resulting from its engagement.

 

You should be aware that some of i2’s directors, executive officers and significant stockholders have interests in the merger that are different from, or are in addition to, the interests of i2 stockholders generally. These interests relate to equity and equity-linked securities held by such persons; change of control severance arrangements covering i2’s executive officers; indemnification of i2’s directors and officers by JDA following the merger; the relationship of the director elected by holder of the Series B Preferred Stock with affiliates of such holder; and the potential appointment of a current i2 director, mutually acceptable to JDA and i2, as a member of the board of directors of JDA.

 

JDA and i2 expect that the merger will be a fully taxable transaction for United States federal income tax purposes. Accordingly, each United States holder of i2 common stock will generally recognize capital gain or loss as a result of the merger equal to the difference between (1) the sum of the amount of cash and the fair market value of JDA common stock received by the stockholder in the merger and (2) the stockholder’s adjusted tax basis in the i2 common stock surrendered in the merger. Gain or loss and holding period will be determined separately for each block of i2 stock (that is, shares acquired at the same price per share in a single transaction). Generally, if a

stockholder has held the i2 shares of stock for more than one year as of the closing date of the merger, any gain will be characterized as long-term capital gain. The deductibility of capital losses is subject to limitations.

 

Tax matters can be complicated and the tax consequences of the merger to you will depend on the facts of your own situation. You are urged to read the discussion in the section entitled “Material United States Federal Income Tax Considerations” and should consult your own tax advisor to understand fully the tax consequences of the merger to you.

 

In accordance with accounting principles generally accepted in the United States, JDA will account for the merger using the acquisition method of accounting for business combinations.

 

i2 has concluded that i2 stockholders are entitled under DGCL Section 262 to appraisal rights in connection with the merger. To exercise appraisal rights, an i2 stockholder must:

 

 

A copy of the relevant provisions of DGCL Section 262 is attached to this proxy statement as Annex E .

 

The merger is subject to the expiration or termination of the waiting period under the United States antitrust laws and the receipt of any consents or approvals required under applicable foreign competition laws. JDA and i2 have each agreed to use their reasonable best efforts to take all actions proper or advisable under the merger agreement and applicable laws, rules and regulations to complete the merger, as well as other specified actions, as promptly as practicable. However, the foregoing does not require JDA to agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to take any action that would reasonably be expected to limit: (i) the freedom of action of JDA with respect to the operation of, or JDA’s ability to retain, i2 or any businesses, product lines or assets of i2, or (ii) JDA’s ability to retain, own or operate any portion of the businesses, product lines or assets of JDA, or alter or restrict in any way the business or commercial practices of JDA or i2. Each of JDA and i2 has the right to terminate the merger agreement if any law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority competent jurisdiction located in the United States or in another jurisdiction outside the United States in which JDA or i2 engages in material business activities shall be in effect enjoining, restraining, preventing or prohibiting consummation of the merger or making the consummation of the merger illegal, except that such right is not available to any party if the restraint was primarily due to such party’s breach or failure to perform any of its representations, warranties, covenants, or agreements set forth in the merger agreement. In such a case, the terminating party would not be required to pay a termination fee.

 

JDA and i2 expect to complete the merger after all the conditions to the merger in the merger agreement are satisfied or waived, including after the receipt of stockholder approval at the i2 special meeting and the receipt of all required regulatory approvals. JDA and i2 currently expect to complete the merger during the first quarter of 2010. However, it is possible that factors outside of either company’s control could cause the merger to be competed at a later time or not at all.

Each party’s obligation to complete the merger is subject to the satisfaction or waiver of various conditions, including the following:

 

 

 

 

i2 has agreed not to solicit, initiate, cause, facilitate or encourage a business combination or other similar transaction with another party while the merger is pending, and not to enter into discussions or negotiations with another party regarding a business combination or similar transaction while the merger is pending, except under certain specified circumstances set forth in the merger agreement.

 

Generally, the merger agreement may be terminated and the merger may be abandoned at any time prior to the completion of the merger (including after stockholder approval):

 

 

 

 

 

 

 

 

 

Except as described below, whether or not the merger is completed, all fees and expenses incurred in connection with the merger agreement, the merger, or the transactions related thereto will be paid by the party incurring such fees and expenses. JDA and i2 shall share equally (i) the filing fee of JDA’s Hart-Scott-Rodino pre-merger notification report, and (ii) all fees and expenses, other than accountant’s and attorney’s fees, incurred with respect to this Proxy Statement. The merger agreement requires:

 

 

 

 

 

The merger is expected to be completed during the first quarter of 2010, subject to the receipt of necessary regulatory approvals and the satisfaction or waiver of other closing conditions.

 

At the i2 special meeting, i2 stockholders will be asked to vote on the following proposals:

 

 

The merger is contingent upon the approval of the Merger Proposal, but not the Adjournment/Postponement Proposal.

 

The i2 board of directors recommends that i2 stockholders vote FOR all of the proposals set forth above.

 

The affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of i2 common stock and the Series B Preferred Stock, voting on an as-converted-to-common stock basis as a single class with the common stock, is required to approve the Merger Proposal. The affirmative vote of at least a majority of the voting power, present in person or represented by proxy at the i2 special meeting, of i2’s outstanding shares of

common stock and Series B Preferred Stock voting on an as-converted-to-common stock basis as a single class with the i2 common stock, is required to approve the Adjournment/Postponement Proposal.

 

i2’s directors and certain executive officers, and the holder of the Series B Preferred Stock, executed voting agreements, dated November 4, 2009, agreeing to vote their shares of i2 stock for the Merger Proposal. As of the record date, such persons beneficially owned and were entitled to vote shares of i2 stock having 5,104,684 votes representing approximately 18.4% of the combined voting power of the i2 common stock and Series B Preferred Stock, voting on an as-converted-to-common stock basis, outstanding on that date. In connection with the agreement by the holder of the Series B Preferred Stock to vote in favor of the Merger Proposal, i2 agreed not to redeem, or call for redemption, any shares of Series B Preferred Stock until after termination of the merger agreement.

 

The merger may not achieve the expected benefits because of the risks and uncertainties discussed in the sections entitled “Risk Factors” beginning on page 20 and “Forward-Looking Statements” beginning on page 18. Such risks include risks relating to the uncertainty that JDA and i2 will be able to integrate their businesses successfully, uncertainties as to whether the merger will achieve expected synergies, and uncertainties relating to the performance of the combined company following the merger.

 

The following table sets forth selected historical financial data of JDA as of and for each of the periods indicated. The financial information as of, and for the years ended, December 31, 2008, 2007, 2006, 2005, and 2004 is derived from JDA’s audited consolidated financial statements. The audited consolidated financial statements as of, and for the years ended, December 31, 2008, 2007, and 2006 are incorporated by reference into this Proxy Statement. The consolidated financial information as of September 30, 2009, and for the nine month periods ended, September 30, 2009 and September 30, 2008 is derived from JDA’s unaudited condensed consolidated financial statements, which are incorporated by reference into this Proxy Statement and which, in JDA’s opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of JDA’s financial position and results of operations for such periods. Interim results for the nine months ended September 30, 2009 are not necessarily indicative of, and are not projections for, the results to be expected for the full year ending December 31, 2009. The selected historical financial data below should be read in conjunction with the consolidated financial statements that are incorporated by reference into this document and their accompanying notes.

 

 

 

 

 

The following table sets forth certain of i2’s consolidated financial data as of and for each of the periods indicated. The financial information as of, and for the years ended, December 31, 2008, 2007, 2006, 2005, and 2004 is derived from i2’s audited consolidated financial statements, as adjusted. The audited consolidated financial statements as of, and for the years ended, December 31, 2008, 2007, and 2006, as adjusted, are incorporated by reference into this Proxy Statement. The consolidated financial information as of September 30, 2009, and for the nine month periods, ended September 30, 2009 and September 30, 2008, as adjusted, is derived from i2’s unaudited condensed consolidated financial statements, which are incorporated by reference into this Proxy Statement and which, in i2’s opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of i2’s financial position and results of operations for such periods. Interim results for the nine months ended September 30, 2009 are not necessarily indicative of, and are not projections for, the results to be expected for the full year ending December 31, 2009. The selected historical financial data below should be read in conjunction with the consolidated financial statements that are incorporated by reference into this document and their accompanying notes.

 

 

 

 

 

The following selected unaudited pro forma condensed combined financial information is designed to show how the merger of JDA and i2 might have affected historical financial statement information. The pro forma condensed combined statement of income for the nine months ended September 30, 2009 combines the historical JDA condensed consolidated statement of income for the nine months ended September 30, 2009 with the historical i2 condensed consolidated statement of operations for the nine months ended September 30, 2009, giving effect to the merger as if it had occurred on January 1, 2009. The pro forma condensed combined statement of income for the year ended December 31, 2008 combines the historical JDA consolidated statement of income for the year ended December 31, 2008 with the historical i2 consolidated statement of operations for the year ended December 31, 2008, as adjusted, giving effect to the merger as if it had occurred on January 1, 2008. The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of JDA and i2 as of September 30, 2009, and gives effect to the merger as if it had occurred on September 30, 2009.

 

The unaudited pro forma condensed combined financial information provided herein does not purport to represent the results of operations or financial position of JDA that would have actually resulted had the merger been completed as of the dates indicated, nor should the information be taken as indicative of the future results of operations or financial position of the combined company. The following information should be read in conjunction with the “Unaudited Pro Forma Condensed Combined Financial Statements” and related notes beginning on page 78 and with the audited consolidated financial statements, unaudited condensed consolidated financial statements and accompanying notes of JDA and i2, which are incorporated by reference into this Proxy Statement.

 

 

 

 

 

The following table summarizes earnings per share data applicable to common stockholders of JDA and i2 on an historical and on a pro forma combined basis, giving effect to the merger. The pro forma combined earnings applicable to common stockholders were computed as if the merger had been completed on January 1, 2008 for the year ended December 31, 2008 and on January 1, 2009 for the nine months ended September 30, 2009. The pro forma book value per share information was computed as if the merger had been completed on September 30, 2009. The unaudited comparative per share data provided herein does not purport to represent the earnings per share applicable to common stockholders or book value per share of JDA that would have actually resulted had the merger been completed as of the dates indicated, nor should the information be taken as indicative of the future results of operations or financial position of the combined company. The following information should be read in conjunction with the “Unaudited Pro Forma Condensed Combined Financial Statements” and related notes beginning on page 78 and with the audited consolidated financial statements, unaudited condensed consolidated financial statements and accompanying notes of JDA and i2, which are incorporated by reference into this Proxy Statement.

 

 

 

COMPARATIVE PER SHARE MARKET PRICE DATA

 

JDA common stock is listed on Nasdaq under the symbol “JDAS.” i2 common stock is listed on Nasdaq under the symbol “ITWO.” The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share of JDA common stock and i2 common stock, respectively.