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| ITWO > SEC Filings for ITWO > Form 8-K on 5-Nov-2009 | All Recent SEC Filings |
5-Nov-2009
Entry into a Material Definitive Agreement, Material Modification to Rights o
Agreement and Plan of Merger
On November 4, 2009, i2 Technologies, Inc., a Delaware corporation ("i2"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), with JDA Software Group, Inc., a Delaware corporation ("JDA"), and Alpha Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of JDA ("Merger Sub"), under which Merger Sub will be merged with and into i2 (the "Merger"), with i2 continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of JDA. The Merger Agreement has been approved by the Boards of Directors of both JDA and i2.
As provided in the Merger Agreement, if JDA raises sufficient funds and satisfies other conditions in the Merger Agreement by December 18, 2009, each issued and outstanding share of i2 common stock will be converted into the right to receive approximately $12.70 in cash and 0.2562 of a share of JDA common stock with a combined value equal to $18.00 per share based on JDA's closing stock price on November 4, 2009 (the "Intended Structure").
If JDA does not arrange to obtain sufficient funds necessary to complete the transaction under the Intended Structure and meet certain other conditions by December 18, 2009 then JDA will obtain financing under a commitment letter from Wells Fargo Securities LLC and Wells Fargo Foothill LLC (together, "Wells Fargo"), pursuant to which, subject to the conditions set forth therein, Wells Fargo committed to provide JDA with up to $140 million of senior secured debt financing, of which $120 million shall constitute a term loan. In that case, the Merger Agreement provides that the parties will proceed under an alternative structure (the "Alternative Structure") under which each issued and outstanding share of i2 common stock will be converted into the right to receive approximately $6.00 in cash and 0.5797 of a share of JDA common stock with a combined value of $18.00 per share based on JDA's closing stock price on November 4, 2009 (the "Alternative Structure").
Under either the Intended Structure or the Alternative Structure, the Merger Agreement provides that, no later than January 8, 2010 or the date the Joint Proxy Statement/Prospectus referred to below is first sent to i2's stockholders, the proceeds of the financing are to be deposited into escrow, or otherwise released to JDA, in an amount sufficient (together with JDA's and i2's cash on hand) to fund the obligations of JDA under the Intended Structure or the Alternative Structure, including the acquisition price and to pay transaction costs.
At the effective time of the Merger, each issued and outstanding share of i2's Series B Convertible Preferred Stock will be converted into the right to receive $1,100.00 per share in cash, and will receive all accrued and unpaid dividends. In addition, each outstanding option to purchase i2 common stock would be canceled and converted into the right to receive the applicable merger consideration with respect to the number of shares of i2 common stock that would be issuable upon a net exercise of such option immediately prior to the consummation of the Merger, and each outstanding restricted stock unit award would become fully vested (except
Consummation of the Merger is subject to approval by the holders of a majority of the issued and outstanding shares of i2 Common Stock and the Series B Preferred Stock (voting on an as-converted basis), voting together as a single class. In addition, if the parties proceed under the Alternative Structure, the Merger requires the approval by JDA's stockholders under applicable rules of the Nasdaq Stock Market of the issuance of JDA common stock in connection with the Merger and an amendment to JDA's certificate of incorporation to increase JDA's authorized common stock. The transactions contemplated by the Merger Agreement also are subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other closing conditions.
The Merger Agreement contains certain termination rights for both JDA and i2, and provides that (i) upon termination of the Merger Agreement under specified circumstances, including a change in the recommendation of the board of i2 or in the event i2 elects to pursue an alternative acquisition proposal from a third party, i2 will owe JDA a cash termination fee of $15 million, (ii) upon the termination of the Merger Agreement under certain circumstances because JDA does not obtain financing necessary to complete the Merger, JDA will owe i2 a cash termination fee of $30 million and (iii) upon the termination of the Merger Agreement due to JDA's failure to obtain the required approvals of its stockholders, if necessary, JDA will owe i2 a cash termination fee of $7 million.
The foregoing description of the Merger Agreement is not a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Voting Agreements
Concurrently with the execution of the Merger Agreement, JDA and i2 entered into voting agreements (the "i2 Voting Agreements") with the directors and certain executive officers of i2 and with the sole holder of i2's Series B Preferred Stock, pursuant to which such signatories have agreed to vote in favor of the Merger Agreement and against any other proposal or offer to acquire i2. The i2 Voting Agreements apply to all shares of i2 stock held by the signatories at the record date for the relevant i2 stockholder meeting. The i2 Voting Agreements restrict the transfer of shares by the signatories, except under certain limited conditions.
In connection with the Merger Agreement, on November 4, 2009, the Company and Mellon entered into the Fourth Amendment to Rights Agreement in order to make the preferred stock purchase rights issued under the Rights Agreement inapplicable to the Merger, the Merger Agreement, the Voting Agreements and the transactions contemplated by the Merger Agreement and the Voting Agreements. The Amendment is described in more detail under Item 1.01 hereto under the caption "Amendment to Rights Agreement."
On November 5, 2009, i2 and JDA issued a joint press release announcing that they had entered into an Agreement and Plan of Merger relating to the acquisition of i2 by JDA and the other matters described therein.
A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit Number Description
2.1 Agreement and Plan of Merger dated November 4, 2009, by and
among i2, JDA and Merger Sub (incorporated by reference to
Exhibit 2.1 to JDA's Current Report on Form 8-K, filed with
the SEC on November 5, 2009).
4.1 Fourth Amendment to Rights Agreement dated November 4, 2009,
by and between i2 and Mellon.
10.1 Form of i2 Voting Agreement for R2 Top Hat, Ltd. dated
November 4, 2009, by and among i2, JDA and R2 Top Hat, Ltd.
(incorporated by reference to Exhibit 10.1 to JDA's Current
Report on Form 8-K, filed with the SEC on November 5, 2009).
10.2 Form of i2 Voting Agreement for directors and executive
officers of i2, dated November 4, 2009, by and among i2, JDA
and directors and officers of i2 (incorporated by reference
to Exhibit 10.2 to JDA's Current Report on Form 8-K, filed
with the SEC on November 5, 2009).
10.3 Form of JDA Voting Agreement for directors and executive
officers of JDA, dated November 4, 2009, by and among JDA,
i2 and directors and officers of JDA (incorporated by
reference to Exhibit 10.3 to JDA's Current Report on
Form 8-K, filed with the SEC on November 5, 2009).
99.1 Joint press release of i2 and JDA, dated November 5, 2009.
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