JDA Software Completes Acquisition of i2 Technologies

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JDA Software Group has completed the acquisition of i2 Technologies, Inc. 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 worlds leading providers of supply chain management and pricing solutions with the addition of i2s 400-plus customers and robust, patented manufacturing, supply chain, retail and transportation solutions. This acquisition brings together two market leaders, resulting in JDAs ability to provide the most comprehensive, integrated supply chain offering, spanning from materials to the consumer.

Together, the combined companys 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, weve 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. JDAs and i2s 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 JDAs 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 worlds 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 worldclass 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 JDAs executive and senior management team. Srivastava is the combined companys 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 JDAs Center of Excellence in India.

Financial Terms of the Acquisition

Under the terms of the merger agreement, each issued and outstanding share of i2s 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 JDAs closing stock price on Jan. 27, 2010. Each issued and outstanding share of i2s 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 JDAs legal counsel. Thomas Weisel Partners acted as exclusive financial advisor to i2 and Munsch Hardt Kopf & Harr, P.C. acted as i2s legal counsel.


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