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RedPrairie to Merge With JDA Software

ATLANTA and SCOTTSDALE, Ariz. -- Affiliates of Redprairie and JDA Software have entered into a definitive merger agreement to create a combined entity that 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 companies stated.

Entities affiliated with RedPrairie will effect a cash tender offer to acquire all outstanding shares of JDA common stock for $45 per share under terms of the merger agreement.The $45 per share offer price represents a 33 percent premium to JDA's stock price on Oct. 26. The offer price also represents a 16 percent premium to JDA's all-time high stock price, and the transaction has a total enterprise value of approximately $1.9 billion.

JDA's board of directors has approved the transaction, transaction has a total enterprise value of approximately $1.9 billion, according to the announcement.

"This merger establishes a company perfectly suited to meet the evolving demands of the 'always-on' mobile consumer," stated RedPrairie CEO Michael Mayoras. "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."

JDA's heritage of pioneering market-leading supply chain planning, merchandising and pricing solutions is a perfect strategic fit with RedPrairie's heritage in warehousing, workforce management, store operations and e-commerce, the companies stated. Hamish Brewer is expected to lead the combined company as CEO following completion of the merger. Michael Mayoras will remain on the board of the combined company.

"We believe that this combined company will deliver a strong ROI and extraordinary customer value for both B2B and B2C enterprises," said Alok Singh, chairman of the board for RedPrairie. "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."

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 percent of JDA's outstanding shares on a fully diluted basis be tendered, and clearance from antitrust regulatory authorities, according to the announcements. The transaction is expected to close by the end of 2012.

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