JDA® Software Group, Inc. (NASDAQ:JDAS)
today announced that it has completed the acquisition of i2
Technologies, Inc. (NASDAQ: ITWO) in a transaction valued at
approximately $604 million, or $19.79 per common share. By
finalizing the acquisition, JDA solidifies its position as one of
the world’s leading providers of supply chain management and
pricing solutions with the addition of i2’s 400-plus customers and
robust, patented manufacturing, supply chain, retail and
transportation solutions. This acquisition brings together two
market leaders, resulting in JDA’s ability to provide the most
comprehensive, integrated supply chain offering, spanning from
materials to the consumer. Together, the combined company’s
customer base comprises more than 6,000 companies worldwide in the
discrete and process manufacturing, wholesale distribution,
transportation, retail and services industries.
“With the close of the i2 acquisition, we’ve achieved an
exciting milestone and an important and consistent next step in our
strategy of becoming the foremost end-to-end supply chain solutions
provider. JDA’s and i2’s combined resources, talent and track
record create a platform for accelerated innovation, expanded
service and support, and improved delivery of the results that
matter most to our customers,” said JDA Chief Executive Officer
Hamish Brewer. “The addition of i2 doubles JDA’s market for
advanced planning and optimization solutions in all targeted
manufacturing verticals, enabling us to address the complexities of
discrete manufacturing, complement our leadership in process
manufacturing, strengthen our presence in transportation and
increase traction in Tier 1 and Tier 2 markets. Backed by financial
strength, an impressive customer base and our unmatched services
and solutions offerings, we believe that the new JDA is the world’s
most comprehensive supply chain software company.
“With near-term synergies in operations, administrative
functions and infrastructure costs expected to produce annual
savings of approximately $20 million, we anticipate that the
acquisition will significantly improve operational leverage and
produce strong financial results going forward,” added Brewer.
The potential realized through the combination of these two
supply chain leaders is already resonating in the marketplace.
“With its acquisition of i2, JDA is now the leading solutions
provider focused on delivering world-class software and services
across the global supply chain,” said Bill Bryan, director of
supply chain and supply chain economics, at The Timken Company,
a global manufacturer of highly engineered bearings, alloy steels
and related components and assemblies. “JDA plus i2 is a powerful
combination. As a long-time customer of both companies and an
active member and chairman of the i2 User Group, I am looking
forward to learning more about the substantial value that the new
combined company can deliver to businesses worldwide.”
Executive and Senior Management Appointments
As part of the acquisition, former i2 executives Aditya
Srivastava and Kelly Thomas will join JDA’s executive and senior
management team. Srivastava is the combined company’s Senior Vice
President and Chief Technology Officer and Thomas is Senior Vice
President, Manufacturing. JDA also promoted Namita Dhallan to Chief
Product Officer and Salil Joshi to Regional Vice President of JDA’s
Center of Excellence in India. For more information about JDA’s
executive and senior management team, please visit
http://www.jda.com/company/executives.html.
Financial Terms of the Acquisition
Under the terms of the merger agreement, each issued and
outstanding share of i2’s common stock was converted into the right
to receive $12.70 per share in cash and 0.2562 shares of JDA common
stock with a combined value equal to $19.79 per share (“common
stock merger consideration”) based on JDA’s closing stock price on
Jan. 27, 2010. Each issued and outstanding share of i2’s Series B
Convertible Preferred Stock was converted into the right to receive
$1,101.92 per share in cash, which includes accrued and unpaid
dividends through the closing date. In addition, the vesting of all
outstanding i2 stock options and substantially all restricted stock
units was accelerated and the holders of such equity awards were
entitled to receive the common stock merger consideration less any
exercise price of such equity awards.
JDA used the proceeds from its previously issued $275 million
senior notes offering and a portion of the companies' combined cash
balances at closing to fund the cash obligations under the merger
agreement and related transaction expenses.
Goldman Sachs acted as exclusive financial advisor to JDA and
DLA Piper US LLP acted as JDA’s legal counsel. Thomas Weisel
Partners acted as exclusive financial advisor to i2 and Munsch
Hardt Kopf & Harr, P.C. acted as i2’s legal counsel.
JDA 2010 Outlook Conference Call
JDA has scheduled an analyst call on Tuesday, Feb. 16, 2010 at
11 a.m. EST to discuss its 2010 Outlook. A live audio webcast of
the conference call can be accessed by logging onto www.jda.com in
the Investor Relations section. To listen to the conference call
via telephone, dial 1-877-941-4774 (United States) or
1-480-629-9760 (international) and ask the operator for the “JDA
Software Group, Inc. 2010 Outlook Conference Call.” Participation
will be in listen-only mode. A replay of the conference call will
be available beginning at approximately 2 p.m. EST on Feb. 16
through Feb. 28. To hear a replay of the call over the Internet, go
to www.jda.com.
JDA’s 2010 Outlook press release is expected to be issued the
morning of Feb. 16 and will be available online at www.jda.com.
About JDA Software Group, Inc.
JDA® Software Group, Inc. (NASDAQ: JDAS) is a leading global
provider of innovative supply chain management and pricing
excellence solutions. JDA empowers more than 6,000 companies of all
sizes to make optimal decisions that improve profitability and
achieve real results in the discrete and process 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 powerful heritage and knowledge capital of acquired market
leaders including i2 Technologies®, Manugistics®, E3®,
Intactix® and Arthur®. JDA’s multiple service options provide
customers with flexible configurations, rapid time-to-value, lower
total cost of ownership and 24/7 functional and technical support
and expertise. To learn more, visit www.jda.com or e-mail
info@jda.com.
“Safe Harbor” Statement under the U.S. Private Securities
Litigation Reform Act of 1995
This press release contains forward-looking statements that are
made in reliance upon the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 about JDA Software Group,
Inc and i2 Technologies, Inc. Forward-looking statements are
generally accompanied by words such as “will,” and “expect” and
other words with forward-looking connotations. In this press
release, such forward-looking statements include, without
limitation, Mr. Brewer’s statement that we expect to achieve
approximately $20 million in near-term synergies. The occurrence of
future events may involve a number of risks and uncertainties,
including risks detailed from time to time in the “Risk Factors”
section of our filings with the Securities and Exchange Commission.
Additional information relating to the uncertainty affecting our
business is contained in our filings with the SEC. As a result of
these and other risks, actual results may differ materially from
those predicted. JDA is not under any obligation to (and expressly
disclaims any such obligation to) update or alter its
forward-looking statements, whether as a result of new information,
future events or otherwise.
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