JDA Software (JDAS) DEFA14A Additional proxy soliciting materials

JDA Strategy & Vision

Tom Dziersk

EVP Sales & Marketing

Exhibit 99.1

Forward-Looking Statements Disclaimer

This

PRESENTATION

may

contain

forward-looking

statements.

These

forward-looking

statements

involve

significant

risks

and

uncertainties.

All

statements

other

than

statements

of

historical

fact

are

statements

that

could

be

deemed

forward-looking

statements,

including

all

statements

regarding

information

regarding

the

intent,

belief

or

current

expectation

of

JDA

Software

Group,

Inc.

(the

“Company”)

and

members

of

its

senior

management

team.

Forward-looking

statements

include,

without

limitation,

statements

regarding

prospective

performance

and

opportunities

and

the

outlook

for

the

Company’s

businesses,

performance

and

opportunities

and

regulatory

approvals,

the

anticipated

timing

of

filings

and

approvals

relating

to

the

transaction;

the

expected

timing

of

the

completion

of

the

transaction;

the

ability

to

complete

the

transaction

considering

the

various

closing

conditions;

and

any

assumptions

underlying

any

of

the

foregoing.

Investors

are

cautioned

that

any

such

forward-looking

statements

are

not

guarantees

of

future

performance

and

involve

risks

and

uncertainties

and

are

cautioned

not

to

place

undue

reliance

on

these

forward-looking

statements.

Actual

results

may

differ

materially

from

those

currently

anticipated

due

to

a

number

of

risks

and

uncertainties.

Risks

and

uncertainties

that

could

cause

the

actual

results

to

differ

from

expectations

contemplated

by

forward

looking

statements

include:

uncertainties

as

to

the

timing

of

the

tender

offer

and

merger;

uncertainties

as

to

how

many

of

the

Company

stockholders

will

tender

their

stock

in

the

offer;

the

possibility

that

competing

offers

will

be

made;

the

possibility

that

various

closing

conditions

for

the

transaction

may

not

be

satisfied

or

waived,

including

that

a

governmental

entity

may

prohibit,

delay

or

refuse

to

grant

approval

for

the

consummation

of

the

transaction;

the

effects

of

disruption

from

the

transaction

making

it

more

difficult

to

maintain

relationships

with

employees,

customers,

other

business

partners

or

governmental

entities;

other

business

effects,

including

the

effects

of

industry,

economic

or

political

conditions

outside

of

the

Company’s

control;

transaction

costs;

actual

or

contingent

liabilities;

and

other

risks

and

uncertainties

discussed

in

the

Company’s

filings

with

the

U.S.

Securities

and

Exchange

Commission

(the

“SEC”),

including

its

Annual

Report

on

Form

10-K

for

the

fiscal

year

ended

December

31,

2011,

filed

with

the

SEC

on

August

6,

2012,

its

Quarterly

Reports

on

Form

10-Q,

its

Current

Reports

on

Form

8-K,

the

Tender

Offer

Statement

on

Schedule

TO

and

other

tender

offer

documents

to

be

filed

by

an

affiliate

(the

“Merger

Sub”)

of

RP

Crown

Parent,

LLC

(the

“Parent”),

the

Solicitation/Recommendation

Statement

on

Schedule

14D-9

to

be

filed

by

the

Company

and

the

Proxy

Statement

on

Schedule

14A

to

be

filed

by

the

Company.

All

of

the

materials

related

to

the

transaction

(and

all

other

transaction

documents

filed

with

the

SEC)

will

be

available

at

no

charge

from

the

SEC

through

its

website

at

www.sec.gov.

Investors

and

security

holders

may

also

obtain

free

copies

of

the

documents

filed

by

the

Company

with

the

SEC

by

contacting

Company

Investor

Relations

at

14400

N.

87th

Street,

Scottsdale,

Arizona

85260,

telephone

number

(480-308-3392)

or

mike.burnett@jda.com.

You

are

cautioned

not

to

place

undue

reliance

on

these

forward-looking

statements,

which

speak

only

as

of

the

date

hereof.

The

Company

does

not

undertake

any

obligation

to

update

any

forward-looking

statements

as

a

result

of

new

information,

future

developments

or

otherwise,

except

as

expressly

required

by

law.

Forward-Looking Statements Disclaimer

Notice to Investors

Pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 1, 2012, by and among

the Company, Parent and Merger Sub, Merger Sub will commence a tender offer within the time period specified in the Merger

Agreement to acquire all of the outstanding shares of common stock, $0.01 par value per share, of the Company.  The tender offer

has not yet commenced. This PRESENTATION is neither an offer to purchase nor a solicitation of an offer to sell any securities. The

solicitation

and

the

offer

to

buy

shares

of

Company

common

stock

will

be

made

pursuant

to

an

offer

to

purchase

and

related

materials that Merger Sub intends to file with the SEC. At the time the offer is commenced, Merger Sub will file a Tender Offer

Statement on Schedule TO with the SEC, and thereafter the Company will file a Solicitation/Recommendation Statement on

Schedule 14D-9 with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A

RELATED

LETTER

OF

TRANSMITTAL

AND

OTHER

OFFER

DOCUMENTS)

AND

THE

SOLICITATION/RECOMMENDATION

STATEMENT WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE

URGED TO READ CAREFULLY AND CONSIDER THESE MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING

ANY DECISION WITH RESPECT TO THE TENDER OFFER. All of these materials (and all other materials filed by the Company

with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Investors and stockholders may also

obtain free copies of the documents filed by the Company with the SEC by contacting  Company Investor Relations at 14400 N. 87th

Street,

Scottsdale,

Arizona

85260,

telephone

number

(480-308-3392)

or

mike.burnett@jda.com.

Forward-Looking Statements Disclaimer

Additional Information about the Merger and Where to Find It

This communication may be deemed to be proxy solicitation material in respect of the proposed acquisition of the Company by an affiliate of Parent. In

connection

with

the

potential

one-step

merger,

the

Company

will

file

a

Proxy

Statement

on

Schedule

14A

with

the

SEC.

Additionally,

the

Company

will file other

relevant materials with the SEC in connection with the proposed acquisition of the Company pursuant to the terms of the Merger Agreement. THE PROXY

STATEMENT AND OTHER RELEVANT MATERIALS WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND STOCKHOLDERS OF THE

COMPANY

ARE

URGED

TO

READ

CAREFULLY

AND

CONSIDER

THESE

MATERIALS

WHEN

THEY

BECOME AVAILABLE BEFORE MAKING ANY

VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION. The materials to be filed by the Company with the SEC may

be obtained free of charge at the SEC’s web site at www.sec.gov. After the Company’s filing thereof, investors and stockholders will also be able to obtain free

copies of the Proxy Statement from the Company by contacting Company Investor Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260, telephone

number

(480-308-3392)

or

mike.burnett@jda.com.

The Company and its directors, executive officers and other members of their management and employees, under the SEC rules, may be deemed to be

participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and stockholders may obtain

more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading

the Company’s proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on October 4, 2012, the Company’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on August, 6, 2012, and the proxy statement and other relevant

materials

which

may

be

filed

with

the

SEC

in

connection

with

the

transaction

when

and

if

they

become

available.

Information

concerning

the

interests

of

the

Company’s

potential

participants,

which

may,

in

some

cases,

be

different

than

those

of

the

Company’s

stockholders

generally,

will

be

set

forth

in

the

proxy

statement relating to the transaction when it becomes available.

[Contact Information]

Media:

Beth Elkin   469-357-4225     beth.elkin@jda.com

Investors:

Mike

Burnett

480-308-3392

milke.burnett@jda.com ]

Winning Profitably

in a Changing World

New Challenges

New Opportunities

New Solutions

JDA Software & RedPrairie have

entered into a

definitive merger

agreement Expected close: end of 2012

JDA CEO Hamish Brewer expected

to lead the combined company as its Chief

Executive

Exciting News!

6

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Our companies’

combined solution

breadth, commitment to innovation

and

world-class

associate

base

will

allow us to deliver differentiated

solutions that enable companies to

achieve a greater command of

commerce from raw materials to

finished product and into the hands

of consumers through any channel.

The Combined Company

7

The

FIRST

Our Companies

COMBINED

Creates the FIRST global

enterprise software and services

company providing integrated

supply chain planning and

execution solutions for

manufacturers and retailers

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Our Companies

COMBINED

A Unique Combination

•

JDA’s market-leading supply chain planning, merchandising and

pricing solutions

are a perfect strategic fit with RedPrairie’s rich

heritage in warehousing, workforce management, store operations

and e-commerce

•

Supports the all-channel capabilities that retailers and manufacturers

must have to meet the needs of today’s hyper-connected consumers

•

Immediately represents a $1 billion+ powerhouse with a compelling

value proposition for success today and continued growth in the future

The Combined Company

8

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

The biggest and the best run companies

•

JDA

currently

has

over

2,700

customers

•

Red

Prairie

has

over

1,400

customers

Sharing customers in retail and manufacturing:

•

82

of the Stores Magazine global top 100 retailers

•

87

of the Consumer Goods Technology global top 100

•

22

of the Gartner Supply Chain Top 25

The Combined Company

9

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

•

Over

4,900

associates

in

total

•

Over 500 sales & marketing

associates in the field

•

Over

1,200

associates

in

global

R&D organization

•

A global solutions delivery capability

enabled by a world-class consulting

organization of over  2,100

associates

The Combined Company

10

A

dedicated

team

focused

on

delivering

value

to

customers

globally with innovative solutions and services including:

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

A heritage of innovation

and global thought leadership

•

A global cloud delivery platform

•

The Combined Company

11

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Capable of enabling thousands of customers

to operate their mission critical supply chain

systems and processes with faultless quality

More than 300 patents granted and pending

Winning Profitably in a Changing

World Requires Innovation

12

LONG-TERM

VALUE DELIVERY

SERVICES

SOLUTIONS

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Retailing in a Consumer-Centric

World

•

Migrate from product to customer centricity

•

Optimize profitability in a real-time cross-channel shopping environment

•

Utilize a consistent view of the customer across channels to drive loyalty

•

Systematically provide differentiated

service to different customers

•

Quickly respond to dynamic shifts in consumer demand

Success for retailers

in the next

decade will be defined by their ability to:

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

JDA Customer Engagement Cloud

•

An innovative new solution from JDA

•

A foundational component of the

consumer-connected retail

business model

•

Designed to be implemented on top

of your existing ERP infrastructure

•

Delivered on the JDA Cloud platform

Consumer-Connected Retail

Delivered anywhere in real time

on the JDA Cloud platform

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Balance Profitability and

Customer Satisfaction

•

•

–

Mobile empowerment of store associates

–

Real-time, multi-echelon inventory optimization

•

•

JDA Customer Engagement Cloud

General availability December 2012

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Converting shopper to buyer

Transform store into an asset

Consistent customer experience

JDA patented profitable promising algorithm

Manufacturing in a              

Consumer-Centric World

Power-up the supply

chain by connecting

it to the shelf to:

•

•

•

Manufacturer’s Supply Chain

Warehouse

Raw Materials

Factory

Warehouse

Consumers

Store /

e-commerce

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Improve on-shelf availability

Reduce inventory across

the entire value chain

Set integrated supply

chain strategies from

raw materials to delivery

to the shelf

Hyper-scalable solution designed to allow

manufacturers to collaborate with retailers at the shelf

•

•

•

•

•

Available now on the JDA Cloud

for rapid deployment

JDA Shelf-Connected Cloud

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Improve on-shelf availability

Eliminate the inventory “bubble”

Localize assortments

Reduce costs and increase competitiveness

Analysis dashboards for out-of-stocks,

sell-through and inventory performance

Winning Profitably in a Changing

World Requires Innovation

18

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

LONG-TERM

VALUE DELIVERY

SERVICES

SOLUTIONS

JDA Integrated Service Delivery

We have re-organized our business

to support our paradigm shift to cloud

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

•

Integrated

–

Consulting

–

Education

–

Cloud services

–

Support

•

Regional leaders responsible for

all services

•

Global standards, processes, knowledge, tools

Benefits

–

Simpler, single point of service for JDA customers

–

Increased efficiency and agility to

serve you better

–

Less work for you,

we manage your evolving needs

–

We will apply same processes

with our certified partners

JDA Integrated Service Delivery

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Winning Profitably in a Changing

World Requires Innovation

21

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

JDA

Cloud

Services

is

driving

a

paradigm

shift

in

enterprise software development, deployment and

support that provides our customers with:

•

Improved business agility

•

Risk mitigation

•

Investment protection

•

Increased customer value

•

The first major planning and optimization                      

solutions platform offering a true cloud                       

capability

JDA’s Cloud Strategy

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

Copyright

2012

JDA

Software

Group,

Inc.

-

CONFIDENTIAL

Copyright

2012

JDA

Software

Group,

Inc.

-

CONFIDENTIAL

Conclusion

Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL

JDA is transforming to meet today’s challenges

•

We are focused on driving value for you

–

Agility

–

Speed

–

Cost reduction

–

Value

•

We are supporting this transition with ongoing investment

in innovation to enable next-generation operating models