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| JDAS > SEC Filings for JDAS > Form 8-K on 29-Nov-2012 | All Recent SEC Filings |
29-Nov-2012
Other Events, Financial Statements and Exhibits
On November 29, 2012, Hamish Brewer, President and Chief Executive Officer of JDA Software Group, Inc. (the "Company"), sent an electronic message to the Company's employees. A copy of the message is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward Looking Statements
This report may contain forward-looking statements. These forward-looking
statements involve significant risks and uncertainties. All statements other
than statements of historical fact are statements that could be deemed
forward-looking statements, including all statements regarding information
regarding the intent, belief or current expectation of the Company and members
of its senior management team. Forward-looking statements include, without
limitation, statements regarding prospective performance and opportunities and
the outlook for the Company's businesses, performance and opportunities and
regulatory approvals, the anticipated timing of filings and approvals relating
to the transaction; the expected timing of the completion of the transaction;
the ability to complete the transaction considering the various closing
conditions; and any assumptions underlying any of the foregoing. Investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned not to place
undue reliance on these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of risks and
uncertainties. Risks and uncertainties that could cause the actual results to
differ from expectations contemplated by forward looking statements include:
uncertainties as to the timing of the tender offer and merger; uncertainties as
to how many of the Company stockholders will tender their stock in the offer;
the possibility that competing offers will be made; the possibility that various
closing conditions for the transaction may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction; the effects of disruption from the
transaction making it more difficult to maintain relationships with employees,
customers, other business partners or governmental entities; other business
effects, including the effects of industry, economic or political conditions
outside of the Company's control; transaction costs; actual or contingent
liabilities; and other risks and uncertainties discussed in the Company's
filings with the U.S. Securities and Exchange Commission (the "SEC"), including
its Annual Report on Form 10-K for the fiscal year ended December 31, 2011,
filed with the SEC on August 6, 2012, its Quarterly Reports on Form 10-Q, its
Current Reports on Form 8-K, its Solicitation/Recommendation Statement on
Schedule 14D-9, filed with the SEC on November 15, 2012, its preliminary Proxy
Statement on Schedule 14A, filed with the SEC on November 21, 2012, and the
tender offer documents filed by RP Crown Acquisition Sub, LLC, a Delaware
limited liability company ("Merger Sub") and certain of its affiliates,
including RP Crown Parent, LLC ("Parent"), each as amended from time to time.
All of the materials related to the transaction (and all other transaction
documents filed with the SEC) will be available at no charge from the SEC
through its website at www.sec.gov. Investors and security holders may also
obtain free copies of the documents filed by the Company with the SEC by
contacting Company Investor Relations at 14400 N. 87th Street, Scottsdale,
Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company does not undertake any obligation
to update any forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law.
Notice to Investors
This report is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Company common stock has been made pursuant to a tender offer statement on Schedule TO, containing an Offer to Purchase and related tender offer documents, filed by Merger Sub and certain of its affiliates with the SEC. In addition, the Company has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THESE DOCUMENTS, AS AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The tender offer materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Investors and stockholders may also obtain free copies of the documents filed by the Company with the SEC by contacting Company Investor Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com.
This communication may be deemed to be proxy solicitation material in respect of
the proposed acquisition of the Company by an affiliate of Parent. In connection
with the potential one-step merger, the Company has filed a preliminary Proxy
Statement on Schedule 14A with the SEC. Additionally, the Company intends to
file other relevant materials with the SEC in connection with the proposed
acquisition of the Company pursuant to the terms of an Agreement and Plan of
Merger dated as of November 1, 2012 by and among the Company, Parent and Merger
Sub. THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY
BECOME AVAILABLE WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND CONSIDER THESE
MATERIALS BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION. The materials filed by the Company with the SEC may be
obtained free of charge at the SEC's web site at www.sec.gov. Investors and
stockholders will also be able to obtain free copies of the documents filed by
the Company with the SEC by contacting Company Investor Relations at 14400 N.
87th Street, Scottsdale, Arizona 85260, telephone number (480-308-3392) or
mike.burnett@jda.com.
The Company and its directors, executive officers and other members of their management and employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies of the Company's stockholders in connection with the proposed transaction. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company's executive officers and directors in the solicitation by reading the Company's definitive proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on October 4, 2012, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on August, 6, 2012, and the preliminary Proxy Statement on Schedule 14A and other relevant materials which may be filed with the SEC in connection with the transaction when and if they become available. Information concerning the interests of the Company's potential participants, which may, in some cases, be different than those of the Company's stockholders generally, are set forth in the preliminary Proxy Statement on Schedule 14A relating to the transaction.
(d) Exhibits.
Exhibit
No. Description
99.1 Electronic Message, dated November 29, 2012.
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