A potential quarter-billion dollar M&A hangover for JDA

Contact: Brenon Daly

The cost of JDA Software’s purchase of i2 Technologies just got a lot steeper. A jury has found that i2 software failed to do what it was supposed to do for department store chain Dillard’s. The case goes back a decade, long before JDA picked up the supply chain vendor. (The $568m acquisition, which we called a buyout-style play, closed in December 2009 after a very rocky process that played out during the depth of the credit crisis.)

As part of its decision, the jury awarded Dillard’s a whopping $246m: $8m of that for direct damages and $238m in punitive damages. JDA says it will appeal the verdict. Regardless of outcome – and how much JDA has to pay – the company has already lost in the court of Wall Street. Investors sliced $215m, or 20%, off JDA’s valuation on June 16. (Shares of the supply chain management vendor are now changing hands at about 10% lower than they were when the deal closed, compared to a 5% gain in the Nasdaq over the same period.)

With JDA on the hook for a quarter-billion dollars (at least potentially) because of legal problems at an acquired company, it joins a dubious list of buyers that have gotten burned. Most notably, SAP picked up software maintenance provider TomorrowNow in early 2005 as a way to siphon off some of the rich maintenance stream that Oracle collects for supporting its application. Oracle sued SAP, alleging that TomorrowNow illegally downloaded information about Oracle’s support program ‘and then used that data to service its own customers.’ SAP has since shuttered the division. It looks likely that the Oracle-SAP case will go to trial later this year.

‘Pay us to shut up’

Contact: Brenon Daly

Add another deal to the hit list for plaintiffs lawyers. The ink was barely dry on Thoma Bravo’s $143m all-cash offer for PLATO Learning late last week before the ambulance-chasing law firms launched their ‘investigations’ into whether the online education company did right by its shareholders. Equally wrongheaded lawsuits (at least in our view) have been filed against Chordiant Software and Techwell in recent days.

Never mind that the bid of $5.60 for each share of PLATO represents the highest price for the stock since November 2006. And never mind that with the premium, shareholders in PLATO have seen the value of their holdings more than triple over the past year. (That’s five times the return booked by those of us who had our money in the S&P 500 over the past year.)

According to PLATO, it wasn’t looking to sell itself when the buyout shop approached it a few months ago. (Terms do include a no-shop provision, but there is a ‘fiduciary out’ that would allow the company to talk with other suitors, if any surface. There is a $5.8m breakup fee, representing a slightly higher-than-average 4% of deal value.) Of course, none of the terms really matter in the strike suits. The law firms are just looking to make noise, hoping the companies will pay them to shut up.


There will be no more tomorrows for TomorrowNow. SAP, which bought the software maintenance provider in January 2005, said Monday it’s shuttering the division. Even though the German giant is killing off TomorrowNow, the lawsuit involving its subsidiary will live on. Recall that Oracle sued SAP more than a year ago, alleging TomorrowNow illegally downloaded information about Oracle’s support program. (SAP initially acquired TomorrowNow as a way to siphon off some of the rich maintenance stream that Oracle collects for supporting its application. Ironically, SAP launched the program with the title ‘Safe Passage.’)

Since the original lawsuit was filed in March 2007, the scope of it has broadened. Oracle is now seeking $1bn in damages. With TomorrowNow facing that kind of a hit, it’s perhaps not surprising that SAP, which had been shopping the division for several months now, found no willing buyer. We can only imagine the lengths that SAP must have gone through to write around the potential $1bn liability in putting together a pitch-book for TomorrowNow. However SAP worded the ‘for sale’ ad, it failed to generate any interest, even with the person who probably knows more about the business than anyone else.

Seth Ravin, who founded and ultimately sold TomorrowNow to SAP, has since moved on and founded a similar business supplying discounted support for ERP applications, Rimini Street. Although Rimini Street may have looked at bulking up through acquiring TomorrowNow, reports indicated that the company passed on a deal. We can only imagine how much SAP wishes it go back in time and pass on the TomorrowNow deal, which has brought it so much trouble.

Troubled timeline

Date Event
Jan. 2005 SAP acquires TomorrowNow
March 2007 Oracle sues SAP, alleging illegal corporate espionage
Nov. 2007 SAP looks to sell off TomorrowNow
April 2008 Oracle expands lawsuit
Feb. 2010 Case scheduled to be heard in court