labels: M&A
i2 stockholders approve merger with JDA Software Group, Inc. news
07 November 2008

Supply chain software maker  i2 Technologies  said that its shareholders voted to approve the company's proposed merger with JDA Software at a special meeting of shareholders yesterday.

i2 said the the number of shares voted in favor of the merger represented more than 80 per cent of the total shares outstanding and entitled to vote at the meeting. More than 99 per cent of the shares favoured the merger.

Following the stockholder meeting, i2 received a written proposal from JDA to amend the common share consideration in the merger agreement significantly below $14.86 per share. The i2 board of directors has reviewed JDA's proposal and concluded that it is not in the best interest of i2's stockholders to pursue it.

Eaqrlier i the day the 20-year old i2 announced its intention to proceed with its previously scheduled special meeting of stockholders, despite having received a letter from JDA on the evening of 4 November to adjourn the special meeting to allow the two companies to negotiate a reduced purchase price to close the merger, in view of the economic conditions that might affect its ability to raised debt for the acquisition (See: JDA Software may lower offer price for i2 Technologies).

In its request, JDA stated that "available credit terms would result in unacceptable risks and costs to the combined company."

i2, however, said it would convene the special meeting in order to fulfill its commitments under the merger agreement, which include holding a stockholders' meeting, and to preserve its rights under the merger agreement, including its right to pursue a termination fee from JDA under if the deal were to be cancelled. The i2 board of directors, however, continued to recommend that i2 stockholders vote in favour of the proposal to adopt the merger agreement.

"i2's board of directors has considered the request and, based on a number of factors, including that JDA's obligation to complete the merger is not subject to any financing contingency, does not believe adjourning the special meeting is in the best interests of i2's stockholders," the company said ina statement.

"As of Nov. 5, 2008, proxies in favor of the merger had been received from stockholders representing more than 80 per cent of all votes eligible to be cast at the special meeting," it added.

Jack Wilson, executive chairman, i2 board of directors, said, "We are committed to completing the merger transaction at $14.86 per share of common stock with JDA."

With the successful stockholder vote, i2 says it has completed all of its conditions to closing the existing merger agreement and expects that JDA will fulfill its obligations under the agreement.

However, it acknowledged that despite the approval by i2's stockholders, there can be no assurance that the parties will be able to close the transaction stipulated by the merger agreement.

There can be no assurance that the parties will be able to close the merger transaction contemplated by the existing merger agreement, even if the merger agreement is approved by i2's stockholders.


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i2 stockholders approve merger with JDA Software Group, Inc.