Notable Mergers and Acquisitions of the Day 11/01: (JDAS) (CW)/(WMCO) (VNR)/(BBG) (WIT)

• RedPrairie and JDA Software [Nasdaq: JDAS], recognized leaders in enterprise software and services for the extended supply chain, announced today that JDA and affiliates of RedPrairie have entered into a definitive merger agreement. The combined entity will offer a broad portfolio of solutions and services to manage global supply chains - from raw materials, to finished products, into the hands of consumers - through any channel.
  
  Under the terms of the merger agreement, entities affiliated with RedPrairie will effect a cash tender offer to acquire all outstanding shares of JDA common stock for $45 per share. The $45 per share offer price represents a 33 percent premium to JDA’s stock price on October 26, 2012 – the day before market rumors surfaced stating JDA was exploring a sale. The offer price also represents a 16 percent premium to JDA’s all-time high stock price. The transaction has a total enterprise value of approximately $1.9 billion. The Board of Directors of JDA has approved the transaction, which will create one of the largest global software companies with combined revenues of over $1 billion.
  
  The tender offer and merger are subject to customary closing conditions, including the satisfaction of the minimum tender condition in the tender offer that at least 79 percent of JDA’s outstanding shares on a fully diluted basis be tendered, and clearance from antitrust regulatory authorities. The transaction, which is expected to close by the end of 2012, will be funded with fully committed debt financing from Credit Suisse. In addition to contributing the current equity capital of RedPrairie, New Mountain Capital will also commit additional new cash equity to fund the transaction.
  
  The Board of Directors of the combined company will be composed of the current members of the RedPrairie Board, including: Alok Singh, Michael Mayoras, Nanci Caldwell, Martin Hiscox, Lawrence Jackson, Thomas Manley, Peter Masucci, Tim Pawlenty and Janet Perna. Upon closing of the transaction, RedPrairie expects that Hamish Brewer will join the RedPrairie Board of Directors.
  
  Greenhill & Co. acted as financial advisor to RedPrairie, and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel. Credit Suisse also served as a financial advisor to RedPrairie.
  
  J.P. Morgan acted as financial advisor to JDA. DLA Piper LLP acted as legal counsel for JDA, and Cravath, Swaine & Moore LLP represented the independent directors of the Board of Directors of JDA.
  
  
• Curtiss-Wright Corporation (NYSE: CW) and Williams Controls (NYSE: WMCO) jointly announced today that they have entered into a definitive agreement that provides for the merger of Williams Controls with a wholly-owned subsidiary of Curtiss-Wright. Williams Controls is a leading designer and manufacturer of highly-engineered electronic sensors and electronic throttle controls for off-road equipment, heavy trucks, and military vehicles. The acquired business will operate within Curtiss-Wright's Motion Control segment.
  
  Curtiss-Wright will acquire Williams Controls in a cash tender offer for $15.42 per share, representing a total purchase price of approximately $119 million. The closing price of Williams Controls' common stock on October 31, 2012 was $10.91 per share. Williams Controls' Board of Directors unanimously approved the transaction on Wednesday, October 31, 2012.
  
  Shares held by directors and named executive officers of the Company and certain funds affiliated with Dolphin Direct Equity Partners, L.P. which collectively hold shares of Williams Controls' common stock equal to approximately 26% of the outstanding shares of Williams Controls have entered into tender and support agreements with Curtiss-Wright pursuant to which they have agreed to support the transaction and tender their shares in the offer.
  
  
• Vanguard Natural Resources, LLC (NYSE: VNR) entered into a definitive agreement to acquire natural gas and liquids assets in the Piceance Basin in Colorado and the Powder River and Wind River Basins in Wyoming for a purchase price of $335 million from Bill Barrett Corporation (NYSE: BBG). The effective date of the acquisition is October 1, 2012 and the Company anticipates closing this acquisition on or before December 31, 2012.
  
  
• The Board of Directors of Wipro Limited (NYSE: WIT) in their meeting held today, approved the demerger of the Wipro Consumer Care & Lighting (including Furniture business), Wipro Infrastructure Engineering (Hydraulics & Water businesses), and Medical Diagnostic Product & Services business (through its strategic joint venture), into a separate company to be named Wipro Enterprises Limited. Wipro Limited will remain a publicly listed company that will focus exclusively on information technology. Wipro Enterprises Limited will be an unlisted company.
  
  In fiscal year 2011-12, the IT business contributed to 86% of revenue and 94% of operating profit of Wipro Limited. The demerger is anticipated to provide fresh impetus for both Wipro Limited and Wipro Enterprises Limited to pursue their individual growth strategies. The demerger is also expected to improve the competitiveness in their respective markets.
  
  The Board of Wipro Limited will remain unchanged, and the demerger will have no impact on the management structure of Wipro Limited. There will be no change in the leadership of any of Wipro Enterprises Limited’s constituent businesses. Wipro brand will be jointly owned by both the companies.

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