EXHIBIT
99.1
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JDA Software Group, Inc.
NEWS RELEASE
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JDA Investor Relations Contact
:
Kris Magnuson
Executive Vice President & Chief Financial Officer
Tel: 480-308-3000
JDA Public Relations Contact
:
Maureen N. Tuskai
Sr. Director, Corporate Communications
m.tuskai@jda.com; Tel: 480-308-3233
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JDA Software Completes Manugistics Acquisition
JDA Establishes Leadership as First to Deliver Comprehensive Optimization
Solution for Global Supply & Demand Chain Market
SCOTTSDALE, Ariz. July 6, 2006
JDA
®
Software Group, Inc.
(Nasdaq:JDAS) announced that it
has purchased all of the outstanding equity of
Manugistics Group, Inc.
(Nasdaq: MANU) for
approximately $213 million in cash, or $2.50 per share. By finalizing the acquisition, JDA has
achieved its goal of significantly growing its size and reach up the supply chain with the addition
of Manugistics 800 customers and synchronized supply chain and revenue management solutions. JDA is
now uniquely positioned to offer the first vertically-focused optimization solution to the global
supply and demand chain market that addresses mission critical requirements from raw materials to
the consumer.
Today begins a new era of growth and opportunity for JDA and Manugistics worldwide customers,
associates and shareholders, commented
JDA CEO Hamish Brewer
. With our unbeatable combination of
advanced optimization and execution solutions, JDA is now best positioned to deliver clearly
differentiated expertise and compelling innovation to the global supply and demand chain market. We
have a highly skilled team primed to deliver transformational business benefit at a low total cost
of ownership for our 5,500 customers worldwide.
With synergies in operations, administrative functions and infrastructure costs expected to
produce annual savings of $25 to $30 million dollars within the next twelve months, we expect
significantly improved operating leverage and strong financial results, added Brewer.
Michael Relich, CIO of Guess? Inc
., a long-time JDA customer and vertically-integrated
retailer, said that he was impressed to see how JDA has expanded its portfolio of applications
through acquisition and as new technology has emerged.
Since we originally signed a license with JDA in 1994, theyve gone from a merchandise
management company to one that offers everything for retail from POS to planning. With the
acquisition of Manugistics, JDAs offering becomes even more compelling with the value proposition
of optimizing operations all the way up the vertically integrated supply chain to the point of raw
materials, stated Relich.
Based on our experience with the Arthur products, JDA dedicates the resources in both R&D and
experienced professionals to further enhance and support the products it acquires. This has enabled
us to get even greater economies of scale and efficiencies from our JDA investment, added Relich.
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JDA Software Group Completes Manugistics Acquisition
Manugistics Supply Chain Customers Endorse JDA Vision, Integration Plans
JDA presented its vision and preliminary product integration plans to nearly 200 leading
consumer goods manufacturers and other customers at Manugistics Executive Forum and Client Steering
Committee in Orlando, Florida from June 19-21
st
.
There is still untapped potential in improved visibility to the consumer signal in a truly
integrated demand/supply chain. Many companies share that vision and recognize that unlocking that
potential opens the door to significant opportunities. If JDA can successfully translate its
experience in acquisitions, their presence in the retail sector combined with Manugistics supplier
optimization capabilities means well have a single company focusing their resources and energy on
developing integrated solutions with a real end-to-end perspective, stated
Bill Nienburg, vice
president of sales and operations planning, at Sara Lee
.
This is a great opportunity to gain solutions that will help the industry make some real
progress towards realizing that vision of a lean and consumer driven demand chain and having
JDA/Manugistics focused on the tools means we can fully focus on using them to drive results
from a business standpoint, thats exciting, added Nienburg.
Another Manugistics customer present at the event and encouraged by JDAs acquisition is
Greg
Gries, data systems manager at Perdue Farms Incorporated,
a leading international food and
agriculture business.
From a cash flow perspective, this acquisition has eliminated the concern about the viability
of Manugistics. While there is communication that all Manugistics customers need to hear from JDA
regarding the product strategy and industry commitment, overall were excited. Theres opportunity
to achieve some synergistic results with the integration of JDA and Manugistics applications. For
example, we are looking forward to learning more about how JDAs best-of-breed demand planning
solutions can enhance what weve implemented with Manugistics, stated Gries.
It sends good signals to me that some Manugistics senior management will take on executive
roles at JDA. Its also a positive sign that JDA is retaining the office in Maryland and having
some senior management in this location, added Gries.
Brewer announced to customers that JDA planned to complete the integration of the JDA
Portfolio
®
and Manugistics products over the next 18-24 months using JDAs smart client technology
based on Microsoft .NET. He pledged to provide a powerful and consistent user experience across
JDAs entire product suite along with advanced workflow capabilities based on the Microsoft Windows
Workflow Foundation. JDA plans to release an initial product road map to all JDA and Manugistics
customers at the end of July 2006.
Brewer expressed JDAs commitment to investing in Manugistics Pricing and Revenue
Optimization solutions for the travel, transportation and hospitality industry as well as
aggressively marketing this suite to
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JDA Software Group Completes Manugistics Acquisition
supply and demand chain companies. JDA will carefully review the Government, Aerospace and
Defense market to determine its long-term strategy and announce its go-forward plans in six to nine
months.
JDA Expands Board with Thoma Cressey Managing Partner
With the successful close of the acquisition, Thoma Cressey Equity Partners (TCEP) invested
$50 million in the form of convertible preferred stock. Based on the negotiated initial conversion
price of $13.875, Thoma Cresseys Series B Convertible Preferred shares are convertible into
approximately 3.6 million JDA common shares, or about 11% ownership in JDA. JDA will now expand its
Board of Directors with
Orlando Bravo, a managing partner at TCEP
.
I am delighted to join JDAs Board and impressed with the growth potential that the
combination of JDA and Manugistics can deliver. The opportunities with Manugistics are immediate
and compelling, commented Bravo. In addition, we are excited at the possibilities to leverage
JDAs proven acquisition integration skills to develop a platform for success as further
opportunities arise in the market.
Bravo, who has led software industry investments totaling approximately $300 million in equity
capital over the past three years, formerly served as Chairman of Prophet 21, Inc. and currently
serves as a Director of Activant Solutions, Inc., Made2Manage Systems, Inc and Datatel, Inc. He
received an MBA degree from the Stanford Graduate School of Business, a law degree from Stanford
Law School and undergraduate degrees in Economics and Government from Brown University.
Final Terms of the Transaction
Under the terms of the agreement, Manugistics shareholders will receive $2.50 in cash per
share, or approximately $213 million in aggregate consideration. In connection with the
acquisition, Manugistics will purchase $174.0 million of the approximately $175.5 million aggregate
principal amount outstanding of its 5% Convertible Subordinated Notes due in 2007 that were
tendered prior to the expiration at 5:00 P.M. Eastern Standard Time on July 5, 2006 of its
previously announced tender offer for the these notes. Also concurrent with the closing of the
acquisition and the $50 million investment from Thoma Cressey, JDA successfully closed a senior
secured debt facility from Citigroup and UBS Investment Bank. The facility comprises a $175
million term loan, an undrawn $50 million revolving credit facility and an undrawn $75 million
accordion credit facility.
Citigroup acted as exclusive financial advisor, lead financing arranger and placement agent to
JDA; UBS acted as financial advisor to Thoma Cressey and joint lead financing arranger to JDA; and,
Lehman Brothers acted as exclusive financial advisor to Manugistics.
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JDA Software Group Completes Manugistics Acquisition
Conference Call Information
JDA will host a conference call at 11:00 a.m. Eastern today to discuss the completed
Manugistics acquisition and preliminary earnings results for its second quarter ended June 30,
2006. To participate in the call, dial 1-800-921-9431 (United States) or 1-973-935-8505
(International) and ask the operator for the JDA Software Group Conference Call. A replay of the
conference call will begin Thursday, July 6, 2006 at 1:00 p.m. Eastern and will end on August 6,
2006 at 12:00 pm Eastern. To hear the replay dial 1-877-519-4471 (United States) or 1-973-341-3080
(International) using pin number 7571194.
To participate in the live Web cast of the call, go to the following web page at the time of
the conference call: http://viavid.net/dce.aspx?sid=0000330F. A replay of the Web cast will be
available approximately 10 minutes after the conclusion of the event.
About JDA Software Group, Inc.
With its acquisition of Manugistics finalized on July 5, 2006, JDA
®
Software Group, Inc.
(Nasdaq:JDAS) is the global leader in helping more than 5,500 retail, manufacturing and
wholesale-distribution customers in 60 countries realize real demand chain results. By capitalizing
on its industry position and financial strength, JDA commits significant resources to advancing the
JDA Portfolio
®
suite of supply and demand chain solutions. JDA Portfolio software enables
high-performance business process optimization and execution from the manufacturers plant, through
distribution to an end customer or a retailers shelf. With offices in major cities around the
world, JDA employs the industrys most experienced supply and demand chain experts to develop,
deliver and support its solutions. For more information, visit www.jda.com, email 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 certain forward-looking information within the meaning of the
Private Securities Litigation Reform Act of 1995 about JDA Software Group, Inc. (JDA),
Manugistics Group, Inc. (Manugistics) and the combined company after completion of the
transactions. Words such as expects, anticipates, targets, goals, projects, intends,
plans, believes, seeks, estimates, variations of such words and similar expressions are
intended to identify such forward-looking statements which are not statements of historical facts.
These statements include, but are not limited to, statements related to the growth and opportunity
presented by the merger, the expected annual cost savings of $25 to $30 million that we believe
will lead to significantly improved operating leverage and strong financial results, and our plan
to complete the integration of JDA Portfolio and Manugistics products over the next 18-24 months.
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JDA Software Group Completes Manugistics Acquisition
These forward-looking statements are based on information available to JDA and Manugistics as
of the date of this press release, current expectations, forecasts and assumptions and involve a
number of risks and uncertainties that could cause actual results to differ materially from those
anticipated by these forward-looking statements. Such risks and uncertainties are difficult to
predict and generally beyond the control of JDA and Manugistics, including: difficulties in
predicting growth in such a volatile, competitive market; difficulties and delays in achieving
synergies and cost savings; and difficulties in integrating separate, highly complex product suites
developed on different technology platforms. Information concerning additional factors that could
cause results to differ materially from those projected in the forward-looking statements is
contained in JDAs Annual Report on
Form 10-K
as filed with the SEC on March 16, 2006 and
Manugistics Annual Report on
Form 10-K
as filed with the SEC on May 15, 2006. These
forward-looking statements should not be relied upon as representing JDAs views as of any
subsequent date and neither undertakes any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made.
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JDA Software Group
14400 North 87
th
Street
Scottsdale, AZ 85260