Filed by: i2 Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: i2 Technologies, Inc.
Commission File No.: 000-28030
Forward Looking Statements
Statements contained herein concerning projections or expectations of financial or operational performance or economic outlook, or concerning other future events or results, or which refer to matters which are not historical facts, are “forward-looking statements” within the meaning of the federal securities laws. Similarly, statements that describe the objectives, expectations, plans or goals of JDA Software Group, Inc. (“JDA”) or i2 Technologies, Inc. (“i2”) are forward-looking statements. Forward-looking statements include, without limitation, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about the future expectations, beliefs, goals, plans or prospects of the management of i2 and JDA. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements.
There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to obtain the approval of i2’s stockholders; the ability to obtain regulatory approvals; the ability to consummate the transaction; the ability of JDA to successfully integrate i2’s operations and employees; and the other factors described in the following documents filed with the Securities and Exchange Commission (the “SEC”): i2’s 2009 Annual Report on Form 10-K, i2’s most recent Quarterly Report on Form 10-Q, JDA’s 2009 Annual Report on Form 10-K and JDA’s most recent Quarterly Report on Form 10-Q. Neither JDA nor i2 assumes any obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
Additional Information
This communication is being made in respect of the proposed transaction involving JDA and i2. In connection with the proposed transaction, JDA plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of JDA and i2 plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of JDA and i2. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by JDA and i2 through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the Registration Statement and Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC from JDA by directing a request to JDA Software Group, Inc., 14400 North 87th Street, Scottsdale,
Arizona 85260, Attention: Investor Relations (telephone: (480) 308-3000) or going to JDA’s corporate website at www.jda.com, or from i2 by directing a request to i2 Technologies, Inc., 11701 Luna Road, Dallas, Texas 75234, Attention: Investor Relations (telephone (469) 357-1000) or going to i2’s corporate website at www.i2.com.
JDA, i2 and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding JDA’s directors and executive officers is set forth in JDA’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2009, and Annual Report on Form 10-K filed with the SEC on March 13, 2009. Information regarding i2’s directors and executive officers is set forth in i2’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2009, and Annual Report on Form 10-K filed with the SEC on March 12, 2009. Additional information regarding the interests of such potential participants will be included in the Joint Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when available).
* * * * *
Filed below is a presentation given to JDA and i2 associates on November 6, 2009 regarding JDA’s proposed acquisition of i2.
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL JDA to Acquire i2 Associate Presentation November 6, 2009 |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL Forward-Looking Statements This presentation contains forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. The words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These
statements reflect management’s current beliefs, assumptions and expectations and are
subject to a number of factors that may cause actual results to differ materially. These
factors include but are not limited to: the unprecedented volatility in the global economy; the
risk that the future business operations of i2 will not be successful; the risk that we will not
realize all of the anticipated benefits from our acquisition of i2; the risk that customer
retention and revenue expansion goals for the i2 transaction will not be met and that
disruptions from the i2 transaction will harm relationships with customers, employees and
suppliers; the risk that we will not successfully raise adequate financing for the intended structure; the risk that if our intended financing structure is not successful that our alternative
financing structure will not be successful; the risk that unexpected costs will be incurred;
the outcome of litigation and regulatory proceedings to which we may be a party; actions of
competitors; changes and developments affecting our industry; quarterly or cyclical variations
in financial results; development of new products and services; interest rates and cost of
borrowing; our ability to protect our intellectual property rights; our ability to maintain and
improve cost efficiency of operations, including savings from restructuring actions; changes in
foreign currency exchange rates; changes in economic conditions, political conditions, trade
protection measures, licensing requirements and tax matters in the foreign countries in which
we do business; reliance on third parties for manufacturing of products and provision of
services; and other factors that are set forth in the “Risk Factors” section and other sections of our 2009 Annual Report on Form 10-K and i2’s 2009 Annual Report on Form 10-K filed with the
Securities and Exchange Commission. Neither JDA nor i2 assumes any obligation to update
any forward-looking statements as a result of new information or future events or
developments, except as required by law. |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Agenda Welcome Jack Wilson Introductory Remarks Hamish Brewer Financials Pete Hathaway Sales & Marketing Jason Zintak Services Chris Moore Products Namita Dhallan Associate Focus Brian Boylan Integration Process Sue Holstad Q&A Hamish Brewer |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Welcome Jack Wilson, i2 CEO Jack Wilson, i2 CEO |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL Introductory Remarks Hamish Brewer, JDA CEO Hamish Brewer, JDA CEO |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL What About Last Year? • JDA and i2 wanted to conclude this deal a year ago • We became victims of the financial crisis • The fact that we’re doing this again should clearly underscore that: – We believe in the combination – We value the i2 business – We are committed to making this work • We have built a robust two tier deal structure which maximizes deal certainty |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL S&M 16.9% of sales R&D 13.9% of sales G&A 9.9% of sales Europe 20% US 70% Asia 9% Services $114 Maintenance $176 Software $95 JDA Overview Leading end-to-end supply chain company – Focused on retail, manufacturing, wholesale, distribution and services industries – Market leadership in tier one and mid-market Global Presence – 5,800 customers and 1,800+ associates – Customers in over 60 countries Broad based predictable revenues – Approximately 46% of revenue is recurring – 60-70% of license revenues come from existing customers – No single customer represents more than 4% of revenues – 91-92% maintenance retention in 2009 30% 46% 24% Operating Revenue Composition (LTM) Geographic Revenue Composition (LTM) 25% 33% 42% Operating Cost Composition (LTM) |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Vision / Mission Enabling supply chain and pricing excellence through superior solutions and domain expertise that empower our customers to make optimal decisions that achieve real results. |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL JDA At-A-Glance A leader in Integrated Planning and Optimization systems focused on Manufacturing, Retail, Wholesale, Distribution and Services Industries 5,800+ customers, 1,800+ employees An experienced integrator of enterprise software companies |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL The Most Complete, Integrated Suite of Supply Chain Planning, Execution and Optimization Solutions Available JDA’s Unique Offering Integrated, End-to-End SCM Production Materials Distribution Retail Consumer Shipping |
 Our
Customers The Definition of Our Success
Over 5,800 Customers Worldwide 60-70% of software license revenue comes from existing customers
|
 • Over 70% of Revenue >75% margin – Support 75% margin • Retail half of TTM revenue • 36% increase in TTM software • ASP’s up 106% Y/Y • 91-92% estimated maintenance retention for the year • New maintenance 18.9% of software license in Q2’09 • Consulting margin improved to 18%; utilization to 57% |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Leadership Hamish Brewer CEO Jason Zintak EVP, Sales & Mktg Pete Hathaway CFO/EVP Mike Bridge SVP Legal Brian Boylan SVP HR Duane Kotsen SVP CSG Tom Dziersk SVP Americas Chris Moore EVP Services Wayne Usie SVP Retail David Johnston SVP, Supply Chain Brian Mort RVP EMEA Stephen McNulty RVP AP Andy Archer RVP, Services Industries Dave King SVP Product Dev & Mgmt |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Center Of Excellence (CoE) Structure Global ITG Global HR Global Development Global Sales Global Fin & Accting Global Services Global Support Global Education Director, ITG CoE Director, Finance AsPac Director, HR CoE Director, Mgd & Implementation Services Director, Support Services Director, PD & Services Industries Director, Education Services Sales Support Pre-Sales Salil Joshi GVP & Managing Director Dave King SVP, Product Development CoE |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Strong, Consistent Cash Flows JDA has a proven track record of profitable operations and prudent fiscal management ($80) ($85) ($60) ($40) ($20) ($5) ($5) $20 $40 $60 $80 $100 $130 $148 $125 $160 $180 ($125) $200 ($150) ($100) ($50) $0 $50 $100 $150 $200 Jul- 2006 Sep- 2006 Dec- 2006 Mar- 2007 Jun- 2007 Sep- 2007 Dec- 2007 Mar- 2008 Jun- 2008 Sep- 2008 Dec- 2008 Mar- 2009 Jun- 2009 Sep- 2009 Net Cash (Debt) Cumulative CFFO ($ in millions) |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Financials Pete Hathaway, JDA CFO Pete Hathaway, JDA CFO |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Transaction Structure • $12.70/share cash • $5.30/share stock or 0.256x shares of JDA common stock 1 • $6.00/share cash • $12.00/share stock or 0.580x shares of JDA common stock 1 By December 18 th , JDA will communicate the definitive structure which will be presented to the i2 shareholders. Proxy will contain one proposal. JDA will pay estimated cash and stock in exchange for each i2 share: Cash funding from cash on hand plus: Other: Both structures offer i2 shareholders a share in the combined company Designed for deal certainty • ~$275mm senior notes 2 • Proceeds to be placed into escrow • Majority cash consideration • More accretive to JDA earnings • Backed by firm commitment for $120mm bank loan and $20mm revolver • Capped terms & no syndication risk • Proceeds to be placed in escrow • Majority stock consideration Intended Structure Alternative Structure $18.00 in Cash & Stock Mix 1 (1) Stock value based on $18.00 per share value based on JDA’s closing stock price as of Wednesday,
November 4, 2009. The final mix between per share cash and JDA stock consideration is
dependent upon the final transaction structure used and closing i2 and JDA equity share counts. The exchange ratio will be fixed and actual stock value will depend on the JDA stock price at closing. (2) Senior notes to be marketed on a best efforts basis. |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL Purchase Price Overview Purchase of i2 Equity ($18.00 per share) (1) $ 434.4 Plus: Retirement of i2 2.5% Convertible Preferred (2) 121.7 Gross Acquisition Cost $ 556.1 Less: Available i2 Cash at Transaction Close (Estimated) 160.0 Net Acquisition Cost = Enterprise Value $ 396.1 i2 LTM
Revenue Enterprise Value / LTM Revenue $ 231.8 1.7 x i2 LTM EBITDA Enterprise Value / LTM EBITDA $ 61.2 6.5 x ($ in millions) Note: LTM revenue and EBITDA as of Sept 30, 2009 (1) $18.00 per share value based on JDA’s closing stock price as of Wednesday, November 4, 2009. The
final mix between per share cash and JDA stock consideration is dependent upon the final
transaction structure used and closing i2 and JDA equity share counts. (2) Illustrative
settlement value based on change of control premium on face value and accrued dividends. |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL (1) Includes1.2mm for warrants which are assumed at
close. (2) Illustrative settlement value based on change of control premium on face value of
Convertible Preferred and accrued dividends. (3) Including financing related costs,
restructuring and advisor and legal fees. (4) Senior notes marketed on a best efforts basis.
Estimated Transaction Sources & Uses Sources Available Cash from JDAS and ITWO (at close) $255 JDAS Equity 290 Term Loan 120 Total Sources $665 Uses Purchase of ITWO Equity (1) $434 Retirement of ITWO Convertible Preferred (2) 122 Various Transaction Costs (3) 32 Assumed Cash to Opening Balance Sheet 77 Total Uses $665 Sources Available Cash from JDAS and ITWO (at close) $255 JDAS Equity 129 Senior Notes (4) 275 Total Sources $659 Uses Purchase of ITWO Equity (1) $434 Retirement of ITWO Convertible Preferred (2) 122 Various Transaction Costs (3) 35 Assumed Cash to Opening Balance Sheet 68 Total Uses $659 ($ in millions) Intended Structure Alternate Structure |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA i2 Combined Total Revenues $385 $232 $617 Total EBITDA (Pre-Synergies) $98 $61 $159 EBITDA Synergies (Net of Dis-synergies) (1) $20 Pro Forma EBITDA with Net Synergies $179 Total EBITDA Margin (Pre-Synergies) 25.8% EBITDA Synergies (Net of Dis-synergies) (1) 3.1% Pro Forma EBITDA Margin with Net Synergies 28.9% JDA i2 JDA + i2 Pro Forma Combined LTM Operating Stats (September 30, 2009) ($ in millions) (1) Reflects operating expense savings and some revenue dis-synergies. Pro Forma Operating Statistics JDA |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Services Revenues (LTM) $176 $77 $253 $0 $50 $100 $150 $200 $250 $300 Maintenance Revenues (LTM) $385 $232 $617 $0 $150 $300 $450 $600 $750 $900 Total Revenues (LTM) Significant Increase In Scale Note: LTM as of Sep 30, 2009 + $95 $53 $148 $0 $25 $50 $75 $100 $125 $150 $175 + + $114 $102 $216 $0 $50 $100 $150 $200 $250 $300 + Software Revenues (LTM) ($ in millions) |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Summary of Anticipated Financial Benefits Significantly Increases Scale Expands revenues and EBITDA by over 60% on an LTM basis Positive Financial Impact Accretive to first-year EPS Margin expansion with ~$20mm of near-term net EBITDA synergies Significant deferred tax assets Conservative Capital Structure Less than 2.0x maximum leverage (under Intended Structure) Incremental Business Opportunity Enhanced market presence expands competitive opportunities Larger addressable market through complementary verticals Significant cross-selling / up-selling opportunities across 6,000+
customers A leader in Supply Chain Planning & Execution across
Manufacturing / Retail Sectors |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Administration |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Finance & Accounting By The Numbers AMERICAS EMEA ASPAC India Total TEAM Associates Associates Associates Associates Associates Revenue 23 5 2 30 General Ledger 17 9 1 10 37 Tax 4 4 Internal Audit 1 1 FP&A 5 1 1 1 8 Financial Systems 5 5 Other 2 2 TOTAL 57 15 4 11 87 |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Finance & Accounting Experienced, Global Presence • Stable management team with over 50 years at JDA • Accounting staff located in Arizona, UK, Sweden, Japan, Singapore, India, Australia, China, Mexico, and Chile • Use state-of-the-art applications such as PeopleSoft and Hyperion |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Sales & Marketing Jason Zintak, EVP Jason Zintak, EVP Sales & Marketing Sales & Marketing |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL Sales At-A-Glance JDA has performed well in the current economic environment with growing license sales Global Presence • 5,800+ customers in 60 countries • 71 of the Top 100 Retailers • 83 of the Top 100 CG Manufacturers • 1,800+ employees around the globe CUSTOMERS Trailing Twelve Month Software |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Sales & Marketing |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Sales & Marketing |
 Marketing
Team Objectives Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL • Brand Management • Sales Support – Lead-generation through: direct mail, e-marketing, advertising, webinars,
presentations, collateral, video – Database Management – Salesforce.com • External- and Internal-facing Web Support and Applications • Analyst Relations • Corporate Communications • Case studies, press releases, scripting, editorial content, whitepapers, media relations • Event Management & Support for industry-leading supply chain events:
|
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL • Vertical Sales Strategy & Support – Competitive Positioning & Industry Messaging • Customer Executive Management – Executive Sponsorship Program • Industry Thought Leadership – Analyst Briefings & White Papers • Marketing Content Ownership • Product Strategy Field Contribution • Partner Field Management Industry Team Objectives |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL Sales Process / Salesforce.com • Deals Under $125k • Phone and Web Driven • Virtual Presales • High Touch • Audits • 80% plus Win-Rate • Vertical Industry Teams • Presales Intensive • Heavy Reference Selling • Custom Demonstrations • Limited Proof of Concepts • 30 % Business Development • Campaign Driven • Outbound Calling • 30% CRM Program • Targeted Accounts • Trusted Advisor • 40% AE Driven • 10 accounts • Weekly Management Review • Presales Discovery Process • Strategy Calls • Weekly Forecast Reviews • Quarterly Deep Dives in Person Demand Gen Qualification Process Sales Cycle Inside Sales |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Pre-Sales Team… a competitive differentiator in sales cycles • The presales team - Who are they? – Real world experience + JDA knowledge/tenure + selling skills • Treat each presentation/demonstration as a Unique Customer Event – Develop customized process flows with customer data – Develop customized leave behind materials • Execute Value Selling and Solution Selling – Use unique combination of products to solve the business needs that drive financial
improvement for customers • Provide specific financial metrics to articulate “value” – Speak to broad best practices and deep functionality • Interview Process – Real world scenarios – use cases, present 1, coach, present 2 • Best Practice / Value Workshops – Continuous innovation and cross training – Knowledge forums |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Alliance Program: 200 participating companies…and growing! Partner Portal – Partner Portal – Alliance Doctrine - Alliance Doctrine - Scorecard Scorecard |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Themes in the Last Year Supply Chain in Retail is up Chico's, Sports Authority, IKEA etc. Category Management is up Planogram Generator new and differentiated Transportation Sales are up Demand for classic licenses increasing Manufacturing Inventory Optimization, Master Planning Price and Revenue Optimization Beating custom solutions SAP Retail More of a Partner than Competitor Oracle Retail Struggling in the Market Logility – Non Retail Trying to buy their way in every deal Optimization vs Transaction 165 new customer logos over 4 Q’s |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Services Chris Moore, EVP Chris Moore, EVP JDA Services JDA Services |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Services Technical / Performance Services • Performance Tuning • Database Administration Support Services • Help Desk and Online • Software Innovations • Advanced Support Strategic Services • Process Design & Innovation • Organizational Alignment Education Services • Product/Process Training • Certification • Customization Implementation Services • Project Planning and Delivery • Continuing Optimization Managed Services • Outsourced Operations • Workforce Augmentation • Optimization Services • Help Desk Transition |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Why JDA Services? • Proven Delivery Model – Ensures ROI – We are the Real Demand Chain Results company! • Connection to JDA’s On-Going Customer Value – JDA Support and Managed Services are our conduit to Implementation , Education, and Technical Services • Continuous Optimization – Through Deep Domain Expertise and Thought Leadership – From JDA Support through Strategic Consulting and then back to Implementation • Extending the Customers’ Operation – with Global Delivery and Supply Chain Results – The go-live is just the beginning of the next phase of interaction and ROI with JDA Services No Other Company Provides This Value |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Managed Services - JDA’s #1 Initiative for 2009 Hardware & Admin Services • Hardware Administration • Software Administration • Performance Management • Problem Management • Security Management Optimization Services • JDA Industry & Business Expertise • Perform/ Evaluate/ Run • Deliver Business Results Transition / Help Desk • Transition Services • On-site/Knowledge Support • 24X7 Availability/Dedicated Resources Advanced Customer Support • Assisted Services • Business Critical Assistance • Application Expert Services •Technical Assistance |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Other Initiatives • Development of Managed Services offering • (E)nterprise (A)ccount (M)anager role – JDA customer relationship lead on our biggest accounts – similar to the CBM role • Implementation of new Forecasting and Scheduling and T&E system • More involvement of our CoE consultants in project work • Standardization worldwide on key processes in implementation and support services • Global services sales and maintenance renewal teams • Development of continuous leader and development programs and emphasis on product and business skills certification |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL Chris Moore Executive Vice President JDA Services George Jarzebowski GVP Worldwide Support Services Duane Kotsen SVP Worldwide Implementation Services Marjean Murray GVP Worldwide Business Development Joe King GVP Worldwide Managed Services Stan Stoots GVP Product Development Gary Myers GVP Technical Services Stacy Parker Project Manager JDA Services JDA Services Organization |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Services JDA’s Team of Professionals Delivering Supply Chain Results 5,800+ Customers 700+ Global Services Associates Unparalleled Expertise/Unmatched Service Over 10,000 years of experience with JDA Solutions 90%+ Customer Satisfaction Rating Every 2.5 days a customer goes live with a JDA Solution using JDA Services |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Services 2009 Over 400 JDA Services associates are certified in JDA Solutions and all will be certified by end of 2009 68 major project “Go Lives” this year so far 98 current major projects going on right now Continued expansion of our Center of Excellence for Consulting, Support and Managed Services Increased attachment rates on maintenance and implementations to new software and upgrades / renewals |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Products Namita Dhallan, GVP Namita Dhallan, GVP Product Management Group Product Management Group |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Product Development & Product Management Dave King SVP Product Dev & Mgmt Rob Thomas GVP Dev SCM & Arch Rick Frazier Jaci Rutiser Sr. Dirs Dev Support Namita Dhallan GVP Prod Mgmt Salil Joshi Mng Dir CoE Tom Drolet GVP Dev Retail Jean Yatska GVP Prod Mgmt Retail |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL Today’s Industry Challenges Supply Demand SUPPLIERS SUPPLIERS SERVICE SERVICE PROVIDERS PROVIDERS CLIENTS CLIENTS CHANNELS CHANNELS CONSUMERS CONSUMERS |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL The Capabilities Needed |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Optimize the Consumer-Driven Supply Chain • One View of Demand • Integrated Planning & Execution Optimization • Improve Visibility and Productivity • Streamline Logistics • Respond Rapidly to Market Realities Assembly Materials Distribution Warehouse Store Consumer Shipping From Raw Materials To Consumers Supply Chain Demand Chain |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Assortment Assortment Management Management Space & Category Mgmt Space & Category Mgmt Replenishment Replenishment & Allocation & Allocation Workforce Management Workforce Management Enterprise Enterprise Planning Planning Demand Demand Management Management Collaboration Collaboration Master Master Planning Planning Fulfillment Fulfillment Manufacturing Manufacturing Scheduling Scheduling Network & Inventory Network & Inventory Optimization Optimization Merchandise Operations Merchandise Operations Analytics Analytics Transportation Transportation Management Management Pricing & Promotion Pricing & Promotion JDA’s Solution Suite |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Enterprise Architecture |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Product Roadmap Next Steps • Conduct detailed solution reviews • Work together to create joint roadmaps – Meet customer commitments – Address market needs – Maintain investment protection policy |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Associate Focus Brian Boylan, SVP Brian Boylan, SVP Human Resources Human Resources |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA’s Guiding Principles |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Commitment to Associate Expertise • Corporate objective to continually raise level of associate expertise • Continuous Learning and Development (CLD) requirement established for each associate – Minimum of 20 hours annually – > 1650 certifications in total – > 750 certifications in 2009 • Corporate goals established for expertise levels – Increase product certifications 10% by year end • Associate Development plans a key component of JDA Perform |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Culture of Recognition 10788 Nominations in total Peer to Peer recognition process Individual & Team recognition Quarterly & Annual Excellence Awards 0 500 1000 1500 2000 2500 3000 3500 2005 2006 2007 2008 2009 |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL JDA Community Involvement in Q3 • Donations to Tsunami victims in ASPAC • Working with School for the Blind in Hyderabad • Blood Drive in Hyderabad • Benefit for Susan G. Komen Cancer Foundation in Scottsdale • Benefit for Humane Society in Scottsdale • Strawberry Tea and Mountain climb raising money to fight breast cancer in EMEA |
 Volunteering at School for the Blind |
 Humane
Society in Scottsdale |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL High Associate Retention |
 Copyright 2009 JDA
Software Group, Inc. - CONFIDENTIAL JDA Global Headcount 2008 & 2009 Average Tenure >5.6 years (>7.5, excluding CoE) |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL What did we learn about i2 Associates • Strong commitment to customers • Strong work ethic • Culture of innovation • Committed to keeping skills fresh & gaining technical proficiency • Desire for continued learning and growth • Willingness to share knowledge • Community Involvement |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL What this acquisition means from an Associate perspective • 3,000 + quality associates with similar values & commitment levels • 3,000 + associates sharing knowledge • New opportunities for associate growth and development • Growth track for technical associates • More opportunities to recognize extraordinary performance • Having an associate base that is second to none in the industry |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Integration Planning Sue Holstad, Sr. Director Sue Holstad, Sr. Director Acquisitions, Transitions & Planning Acquisitions, Transitions & Planning |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Creating The Integration Plan Organizational Objectives: • Integrate to a combined company quickly and efficiently • Combined company will operate as one company on day one • Use the work performed last year as a base – review and adapt as needed |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Creating The Integration Plan Guiding Principles: • Respectfully communicate and collaborate with team members • Minimize the impact to business and on-going operating profitability • Consider that we are under an Nondisclosure Agreement, but we are still competitors until the close. |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Integration Team Structure Functional Teams |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Transition Planning Timeline Integration Planning Kick Off November 6 Integration Plans Complete January 22 “Day One” Detailed Schedule Complete February 4 Post Close Communications Plan (30, 60, 90 days) external and internal – defined February 4 Close February 8-15 |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Ongoing Communication • Bi-weekly updates on the progress of the planning activities • Intranet sites – Presentations – FAQ’s • Integration_Team@i2.com • Integration.Team@jda.com – Press Releases |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Closing Remarks & Q&A Hamish Brewer, JDA CEO Hamish Brewer, JDA CEO |
 Copyright 2009 JDA Software Group, Inc. - CONFIDENTIAL Rule 425 Statement • In connection with the proposed transaction involving JDA and i2, JDA plans to file with
the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of JDA and i2 plan to file with the SEC other documents regarding the proposed
transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of JDA and i2. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. • Investors and security holders will be able to obtain free copies of the Registration
Statement and the Joint Proxy Statement/Prospectus (when available) and other
documents filed with the SEC by JDA and i2 through the website maintained
by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free copies of the Registration Statement and Joint Proxy Statement/Prospectus (when available) and other
documents filed with the SEC from JDA by directing a request to JDA Software Group, Inc.,14400 North 87 Street, Scottsdale, Arizona 85260, Attention: Investor Relations (telephone: (480) 308-3000) or going to JDA’s corporate website at www.jda.com,
or from i2 by directing a request to i2 Technologies, Inc., One i2
Place, 11701 Luna Road, Dallas, Texas 75234, Attention: Investor Relations (telephone (469) 357-1000) or going to i2’s corporate website at www.i2.com.
• JDA, i2 and their respective directors and executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information regarding JDA’s directors and executive officers is set forth in JDA’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC
on April 7, 2009, and Annual Report on Form 10-K filed with the SEC on
March 13, 2009. Information regarding i2’s directors and executive
officers is set forth in i2’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2009, and Annual Report on Form 10-K filed with the SEC on March
12, 2000. Additional information regarding the interests of such potential
participants will be included in the Joint Proxy Statement/Prospectus
and the other relevant documents filed with the SEC (when available). |