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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Jda Software Grp., Inc. (MM) | NASDAQ:JDAS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 45.18 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 7)
JDA SOFTWARE GROUP, INC.
(Name of Subject Company (Issuer))
RP CROWN ACQUISITION SUB, LLC
RP CROWN PARENT, LLC
RP CROWN HOLDING, LLC
RP HOLDING, L.L.C.
(Name of Filing Persons (Offerors))
REDPRAIRIE HOLDING, INC.
NEW MOUNTAIN PARTNERS III, L.P.
NEW MOUNTAIN CAPITAL, L.L.C.
(Name of Filing Persons (Other Person (s))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
46612K108
(CUSIP Number of Class of Securities)
Laura Fese
Chief Legal Officer
RedPrairie Corporation
c/o RedPrairie Holding, Inc.
20700 Swenson Drive
Waukesha, WI 53186
(262) 317-2341
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Abigail Bomba, Esq.
Richard Steinwurtzel, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
801 17 th Street, NW
Washington, DC 20006
CALCULATION OF FILING FEE
|
||
Transaction Valuation * | Amount of Filing Fee** | |
$1,992,034,458 |
$271,714 | |
|
||
|
* | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 43,091,829 shares of common stock, par value $0.01, of JDA Software Group, Inc. outstanding (including restricted shares) multiplied by the offer price of $45.00 per share, (ii) 184,537 shares of common stock, par value $0.01, of JDA Software Group, Inc. issuable pursuant to outstanding options, multiplied by the offer price of $45.00 per share minus the weighted average exercise price for such options of $14.10 per share, (iii) 323,284 restricted stock units multiplied by the offer price of $45.00 per share, (iv) 684,483 shares of common stock, par value $0.01, of JDA Software Group, Inc. issuable pursuant to outstanding warrants and performance share awards (assuming target level performance) multiplied by the offer price of $45.00 per share, and (v) 41,121 shares of common stock, par value $0.01, of JDA Software Group, Inc. reserved for issuance pursuant to JDA Software Group, Inc.s Employee Stock Purchase Plan multiplied by the offer price of $45.00 per share. The calculation of the filing fee is based on information provided by JDA Software Group, Inc. as of October 26, 2012, the most recent practicable date. |
** | The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2013, issued August 31, 2012, by multiplying the transaction valuation by 0.00013640. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: |
$ | 271,714 | Filing Party: | RP Crown Acquisition Sub, LLC, RP | ||||||
Crown Parent, LLC, RP Crown | ||||||||||
Holding, LLC, RP Holding, L.L.C., | ||||||||||
RedPrairie Holding, Inc., New | ||||||||||
Mountain Partners III, L.P. and New | ||||||||||
Mountain Capital, L.L.C. | ||||||||||
Form or Registration No.: |
Schedule TO | Date Filed: | November 15, 2012 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
x | third-party tender offer subject to Rule 14d-1 |
¨ | issuer tender offer subject to Rule 13e-4 |
¨ | going-private transaction subject to Rule 13e-3 |
¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
This Amendment No. 7 to the Tender Offer Statement on Schedule TO (this Amendment No. 7) filed with the U.S. Securities and Exchange Commission (the SEC) on December 14, 2012, amends and supplements the Tender Offer Statement on Schedule TO filed on November 15, 2012 (as further amended and supplemented, the Schedule TO), relating to the offer by RP Crown Acquisition Sub, LLC, a Delaware limited liability company, a wholly owned subsidiary of RP Crown Parent, LLC, a Delaware limited liability company (Parent), to purchase all of the outstanding shares of common stock, par value $0.01 per share (Shares), of JDA Software Group, Inc., a Delaware corporation (Company), at a purchase price of $45.00 per Share, net to the seller thereof, in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 15, 2012 (which, together with this Amendment and any previous or future amendments and supplements thereto, collectively constitute the Offer to Purchase), and in the related letter of transmittal (the Letter of Transmittal), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the Offer).
All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided in this Amendment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO.
Amendments to the Offer to Purchase
Items 1-11.
The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended by:
(1) Adding the following paragraph in Items 1 and 4 of the Schedule TO:
On December 14, 2012, Purchaser announced the extension of the Offer, in accordance with the Merger Agreement, until 11:59 p.m., New York City time, on December 20, 2012, unless further extended. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on December 13, 2012. The press release announcing the extension of the Offer is filed as Exhibit (a)(5)(G) hereto and is herein incorporated by reference.
Item 12. | Exhibits. |
Regulation M-A Item 1016.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
Exhibit No. |
Description |
|
(a)(5)(G) | Press Release issued by RedPrairie Corporation on December 14, 2012 |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 14, 2012
RP HOLDING, L.L.C.
/s/ Pete Masucci |
||
Name: | Pete Masucci | |
Title: | Senior Vice President | |
RP CROWN HOLDING, LLC
/s/ Pete Masucci |
||
Name: | Pete Masucci | |
Title: | Senior Vice President | |
RP CROWN PARENT, LLC
/s/ Pete Masucci |
||
Name: | Pete Masucci | |
Title: | Senior Vice President | |
RP CROWN ACQUISITION SUB, LLC
/s/ Pete Masucci |
||
Name: | Pete Masucci | |
Title: | Senior Vice President | |
NEW MOUNTAIN PARTNERS III, L.P.
|
||
By: |
NEW MOUNTAIN INVESTMENTS III, L.L.C. its general partner
|
|
/s/ Steven B. Klinsky |
||
Name: | Steven B. Klinsky | |
Title: | Managing Member | |
REDPRAIRIE HOLDING, INC.
/s/ Laura L. Fese |
||
Name: | Laura L. Fese | |
Title: | Chief Legal Officer |
[ Signature Page to Amendment No. 7 to Schedule TO ]
NEW MOUNTAIN CAPITAL, L.L.C.
|
||
By: |
New Mountain Capital Group, L.L.C., its managing member
|
|
/s/ Steven B. Klinsky |
||
Name: | Steven B. Klinsky | |
Title: | Managing Member |
[ Signature Page to Amendment No. 7 to Schedule TO ]
INDEX TO EXHIBITS
* | Previously filed. |
** | Filed herewith. |
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