RedPrairie merging with JDA Software

RedPrairie and JDA Software [NASDAQ: JDAS] announced that JDA and affiliates of RedPrairie have entered into a definitive merger agreement. The combined entity will offer a portfolio of systems and services to manage global supply chains—from raw materials, to finished products, into the hands of consumers—through any channel.

Under terms of the merger agreement, entities affiliated with RedPrairie will effect a cash tender offer to acquire all outstanding shares of JDA common stock for $45 per share. This offer price represents a 33% premium to JDA’s stock price October 26, 2012—the day before market rumors surfaced about JDA exploring a sale. The offer price also represents a 16% premium to JDA’s all-time-high stock price. The transaction has a total enterprise value of approximately $1.9 billion. The JDA board of directors has approved the transaction, which will create one of the largest global software companies with combined revenues of more than $1 billion.

After completion of the transaction, Hamish Brewer is expected to lead the combined company as its chief executive oficer. He has more than 20 years of industry experience and a track record of successfully integrating large businesses.

Michael Mayoras, RedPrairie’s CEO, will remain on the board of the combined company.

The board of directors of the combined company will consist of the current members of the RedPrairie board, including: Alok Singh, Michael Mayoras, Nanci Caldwell, Martin Hiscox, Lawrence Jackson, Thomas Manley, Peter Masucci, Tim Pawlenty, and Janet Perna. Upon closing of the transaction, Brewer is expected to join the RedPrairie board.