Business Services Industry

Manugistics Group, Inc. Extends the Expiration Date for its Tender Offer for its 5% Convertible Subordinated Notes Due 2007

Business Wire, June 27, 2006

ROCKVILLE, Md. -- On June 2, 2006, Manugistics Group, Inc. (NASDAQ:MANU), a leading global provider of synchronized supply chain and revenue management solutions, announced that it commenced a cash tender offer to purchase any and all of its outstanding 5% Convertible Subordinated Notes Due 2007 (the "Notes") pursuant to (i) an Offer to Purchase, dated as of June 2, 2006, and (ii) an accompanying Letter of Transmittal.

Manugistics announced today that it has extended the expiration date of the tender offer under the Offer to Purchase to 5:00 p.m., New York City time, on July 5, 2006 (as such date may be further extended, the "Expiration Date"). As of 5:00 p.m., New York City time, on June 26, 2006, Manugistics had received valid tenders from holders of approximately 1% of the outstanding Notes, which was not unexpected at this stage of the tender offer process.

The purchase price for the Notes that are validly tendered (and not validly withdrawn) and accepted for payment on or before the Expiration Date will be equal to $1,000 for each $1,000 principal amount of Notes tendered, plus all accrued but unpaid interest on the Notes up to, but not including, the payment date. The payment date in respect of any Notes validly tendered (and not previously validly withdrawn) is expected to be promptly following the Expiration Date.

The tender offer is subject to several conditions, including, among other things, (i) the consummation of the merger (the "Merger") of Stanley Acquisition Corp. ("Acquisition Corp."), a wholly-owned subsidiary of JDA Software Group, Inc. ("JDA"), with and into Manugistics pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of April 24, 2006, by and among JDA, Manugistics and Acquisition Corp.; (ii)(A) the termination of (1) that certain Loan and Security Agreement dated April 12, 2002 by and among Manugistics, Manugistics, Inc. and Silicon Valley Bank, as the same has been amended, modified and supplemented from time to time, (2) that certain Loan Agreement dated January 14, 2003 by and among Manugistics, Manugistics, Inc., Manugistics Atlanta, Inc. and Silicon Valley Bank, as the same has been amended, modified and supplemented from time to time and (3) that certain Loan and Security Agreement dated March 31, 2004 by and among Manugistics, Manugistics, Inc. and Silicon Valley Bank, as the same has been amended, modified and supplemented from time to time (collectively, the "Existing Credit Agreements") or (B) the receipt of appropriate waivers from the lenders under the Existing Credit Agreements to enable Manugistics to consummate the tender offer and (iii) the satisfaction of other customary conditions. The Merger is expected to close on July 5, 2006.

Manugistics may amend, extend or terminate the tender offer in its sole discretion. The Notes are currently convertible into shares of Manugistics' common stock, par value $0.002 per share (the "Common Stock"), at a conversion price of $44.0625 per share, subject to adjustment. The last sale price of Manugistics' Common Stock on June 1, 2006, the last trading day prior to the launch of the tender offer, was $2.47 per share.

The tender offer is being made pursuant to the Offer to Purchase and related materials, copies of which have been delivered to all noteholders, and a Supplement to Offer to Purchase, dated June 27, 2006, copies of which will be delivered to all noteholders. Persons with questions regarding the tender offer should contact Citigroup Corporate and Investment Banking., the Dealer Manager, at (212) 723-6106 or (800) 558-3745, MacKenzie Partners, Inc., the Information Agent, at (212) 929-5500 or (800) 322-2885 or American Stock Transfer & Trust Company, the Depositary, at (877) 248-6417 or (718) 921-8317.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, they shall be deemed to be made by Citigroup on behalf of Manugistics.

About Manugistics Group, Inc.

Manugistics powers the synchronized supply chain. Clients depend on Manugistics to position them one step ahead of demand. With Manugistics' unparalleled supply chain and revenue management solutions, clients achieve improved forecast and inventory accuracy and leverage industry leading pricing and yield management solutions to maximize profits while ensuring optimum supply for constantly changing demand. Its clients include industry leaders such as Boeing, Canadian Tire, Cingular, Circuit City, Coca-Cola Bottling, Coty International, DHL, Diageo, DSG International plc, DuPont, Eurostar Group Ltd., Georgia-Pacific, Great North Eastern Railway (GNER), Harley-Davidson, Harrah's Entertainment, H.J. Heinz, Limited Brands, Kraft Foods, Marriott, McCormick, Nestle, RadioShack, The Scotts Company, Sears Holdings Corp., Sinotrans, Unilever and Wickes Building Supplies. For more information, visit our website at www.manugistics.com.

 

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