JDA Software said that it plans to acquire supply chain software vendor i2 technologies for an enterprise value of approximately $396m, in a deal which is expected to expand JDA’s addressable market to include discrete manufacturing and extends its position in transportation.
According to JDA, on a pro-forma trailing 12-month basis, the combined company has annual revenues of approximately $617m, including over $275m of annual maintenance and recurring subscription fees.
Hamish Brewer, chief executive officer of JDA, said: Our strategic rationale for acquiring i2 is even more compelling today than it was a year ago. The challenges of the economic crisis have focused the market’s attention on the disciplines of supply chain planning and JDA has established a leading role in this active market. Integrating i2’s solutions and expertise will only expand our opportunity to build substantial new shareholder value over the coming years.”
As provided in the definitive merger agreement, JDA intends to raise approximately $275m of senior unsecured notes by December 18, 2009. If it raises sufficient funds and satisfies other conditions, each issued and outstanding share of i2 common stock will be converted into the right to receive approximately $12.70 in cash and 0.256x shares of JDA common stock. If not, each issued and outstanding share of i2 common stock will be converted into the right to receive approximately $6.00 in cash and 0.580x shares of JDA common stock.
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.
The transaction has an aggregate enterprise value of $396m on a diluted basis and is expected under both transaction structures to be accretive to JDA’s 2010 non-GAAP EPS.
Jackson Wilson, Jr., chairman, president and CEO of i2, said: Our customers will be supported by a team of supply chain professionals that is unmatched in the industry. Innovation will accelerate. Our expanded geographic footprint will enhance sales penetration and service delivery. This is the right transaction for our customers, partners and employees.