JDA Software Group to acquire i2 Technologies

JDA Software Group, Inc. has signed a definitive agreement to acquire i2 Technologies, Inc., a provider of supply chain management (SCM) solutions, for an enterprise value of approximately $396 million. JDA is a provider software solution for supply chain management to manufacturers, wholesale distributors, retailers, and government and aerospace defense contractors. Both the entities are based in the US.

Under the agreement, the acquisition will be completed in either of two ways:

i) Intended Structure:

JDA intends to raise approximately $275 million of senior unsecured notes through a best efforts financing between the signing date and December 18, 2009. If JDA raises sufficient funds and satisfies other conditions in the definitive merger agreement by December 18, 2009, each issued and outstanding share of i2 common stock will be converted into the right to receive approximately $12.7 in cash and 0.256X shares of JDA common stock with a combined value equal to $18 per share based on JDA's closing stock price on November 4, 2009.

ii) Alternative Structure:

If JDA does not raise sufficient funds and meet the conditions necessary to complete the transaction under the intended structure, then the parties will proceed with the alternative structure. Under the Alternative Structure, each issued and outstanding share of i2 common stock will be converted into the right to receive approximately $6 in cash and 0.580x shares of JDA common stock with a combined value of $18 per share based on JDA's stock price on November 4, 2009.

JDA has received a fully-underwritten commitment from Wells Fargo Foothill and Wells Fargo Securities to provide a $120 million term loan and a $20 million revolving credit facility to finance the transaction under the alternative structure.

Under either the intended structure or the alternative structure, each issued and outstanding share of i2's Series B convertible preferred stock will be converted into the right to receive $1,100 per share in cash, and will receive all accrued and unpaid dividends.

Goldman, Sachs & Co. and DLA Piper US, LLP are acting as financial and legal advisors, respectively, to JDA on the transaction. Thomas Wiesel Partners LLC and Munsch Hardt Kopf & Harr, P.C. are acting as financial and legal advisors, respectively, to i2 on the transaction.

Deal Value (US$ Million) 396
Deal Type                Acquisition
Sub-Category             Majority Acquisition
Deal Status              Announced: 2009-11-05

Deal Participants

Target (Company)   i2 Technologies, Inc.
Acquirer (Company) JDA Software Group, Inc.

Deal Rationale

Ti2 acquisition will establish JDA as an enterprise software company with a deep focus on supply chain management and a full complement of managed and hosted services offerings. Acquisition expands JDA's addressable market to include discrete manufacturing and extends leadership in transportation.

Related terms: acquisition, aerospace, contractors, defense, dividends, finance, government, legal, manufacturing, market, merger, securities, software, technology, transportation, wholesale