Waiting period for RedPrairie and JDA merger comes to an end
November 23, 2012
RedPrairie and JDA Software Group, Inc. today announced that they have received notice from the Federal Trade Commission granting early termination of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), in connection with the previously announced transaction in which entities affiliated with RedPrairie will acquire all outstanding shares of common stock of JDA.
Accordingly, the condition to the closing of the transaction previously disclosed with respect to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied. The transaction remains subject to other closing conditions, including certain additional regulatory clearances, as set forth in the Offer to Purchase filed by RedPrairie and certain of its affiliates with the U.S. Securities and Exchange Commission (“SEC”) on November 15, 2012.
As previously announced, pursuant to the merger agreement among RP Crown Acquisition Sub, LLC and RP Crown Parent, LLC (affiliates of RedPrairie) and JDA, RP Crown Acquisition Sub, LLC, commenced a tender offer on November 15, 2012 to acquire all of the outstanding shares of common stock of JDA for $45.00 per share, net to the seller in cash without interest and less any required withholding taxes. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated November 15, 2012. The tender offer is scheduled to expire at 11:59 p.m., New York time, on December 13, 2012, unless extended or earlier terminated in accordance with the merger agreement and applicable rules and regulations of the SEC.
Greenhill & Co. is serving as financial advisor to RedPrairie and dealer manager for the tender offer, and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal counsel. Credit Suisse also served as a financial advisor to RedPrairie.
J.P. Morgan acted as financial advisor to JDA. DLA Piper LLP acted as legal counsel for JDA, and Cravath, Swaine & Moore LLP represented the independent directors of the Board of Directors of JDA.
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