Business Services Industry
Credit Suisse Securities and Wachovia Capital Markets LLC Confirm Commitment to Debt Financing for JDA Software's Pending Acquisition of i2 Technologies
Business Wire, Sept 30, 2008
Wells Fargo Foothill Joins Syndicate
SCOTTSDALE, Ariz. -- JDA([R]) Software Group, Inc. (NASDAQ: JDAS) today announced that Wells Fargo Foothill has recently joined the financing syndicate, led by Credit Suisse, taking a sizable hold position. JDA will host a bank meeting for the syndication of the debt in early October in New York City.
In a commitment letter filed with the SEC on August 11, 2008, Credit Suisse Securities and Wachovia Capital Markets LLC committed up to $450 million of debt financing to JDA to finance the acquisition of i2 Technologies, Inc. The successful syndication of the debt is not a condition of the financing. The conditions to the financing can be found in Exhibit B of the commitment letter.
In order to provide additional flexibility and deal certainty, JDA, Credit Suisse and Wachovia have agreed to amend the commitment letter to reduce the adjusted pro forma EBITDA, as defined, condition to financing. The amendment also confirms the original $450 million commitment by Credit Suisse and Wachovia.
About JDA Software Group, Inc. (Pre Acquisition)
JDA([R]) Software Group, Inc. (NASDAQ: JDAS) is focused on helping companies realize real supply chain and revenue management results - fast. JDA Software delivers integrated merchandising as well as supply chain and revenue management planning, execution, and optimization solutions for the consumer-driven supply chain and services industries. Through its industry leading solutions, leading manufacturers, distributors, retailers and services companies around the world are growing their businesses with greater predictability and more profitably. For more information on JDA Software, visit www.jda.com or contact us at info@jda.com or call 1.800.479.7382.
"Safe Harbor" Statement Under the U.S. Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein include statements about the consummation of the pending merger of JDA Software Group, Inc. ("JDA") and i2 Technologies, Inc. ("i2") and consummation of the credit facility that is necessary for JDA to acquire i2. Additional information relating to the uncertainty affecting the proposed acquisition of i2 by JDA, uncertainty regarding the businesses of JDA and i2 as well as certain risks associated with the pending merger between JDA and i2 are contained in the respective filings with the SEC, including the Proxy Statement referred to below. Neither JDA nor i2 is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
In addition to the specific risks identified in the preceding paragraph, mergers involve a number of special risks, including diversion of management's attention to the assimilation of the technology and personnel of acquired businesses, costs related to the merger, the integration of acquired products, technologies and employees into JDA's business and product offerings, and the risk that the merger is not consummated. Achieving the anticipated benefits of the pending merger will depend, in part, upon whether the integration of the acquired products, technology, or employees is accomplished in an efficient and effective manner, and there can be no assurance that this will occur. The difficulties of such integration may be increased by the necessity of coordinating geographically disparate organizations, the complexity of the technologies being integrated, and the necessity of integrating personnel with disparate business backgrounds and combining different corporate cultures. The inability of management to successfully integrate the business of the two companies, and any related diversion of management's attention, could have a material adverse effect on the combined company's business, operating results and financial condition.
Caution Required by Certain SEC Rules
In connection with the proposed transaction, i2 has agreed to file with the Securities and Exchange Commission (the "SEC") and mail to its stockholders a Definitive Proxy Statement soliciting approval for the proposed transaction. The Proxy Statement will contain important information about the proposed transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Definitive Proxy Statement will be mailed to the stockholders of i2. Investors and security holders may obtain free copies of this document (when it is available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by going to i2's Investor Relations page on its corporate website at www.i2.com/investor or by directing a request to i2 at One i2 Place, 11701 Luna Road, Dallas, Texas, 75234, Attention: Investor Relations (telephone: 469-357-1000).
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