QRS Spurns JDA Offer, Agrees to Inovis Acquisition

Retail industry solution provider takes cash bid worth $116 million; deal expected to close in fourth quarter

Retail industry solution provider takes cash bid worth $116 million; deal expected to close in fourth quarter

Richmond, CA — September 3, 2004 — Retail industry solution provider QRS announced Friday that it had terminated an agreement to be acquired by JDA Software Group in favor of a higher offer from software company Inovis.

Scottsdale, Ariz.-based JDA had agreed to purchase QRS in June under a stock-swap deal valued at the time at about $100 million, or $6.12 per share of QRS. But a subsequent slide in JDA's share price brought the value of the deal down to $83.7 million, or $5.25 per QRS share.

Now QRS has agreed to be acquired by privately held Inovis International in a $116 million deal that will see QRS stockholders receive $7.00 in cash for each share they own in the solution provider. QRS will pay a $3.75 termination fee to JDA.

QRS said that all its directors and executive officers have agreed to vote in favor of the transaction. Under the agreement, which is expected to close in the fourth quarter pending approval by QRS stockholders and customary conditions, QRS will merge with, and be operated by, a subsidiary of Inovis.

Jim Schaper, chairman and CEO of Inovis, said in a company statement that the deal would give Inovis a broader product offering. "With the acquisition of QRS, our position in the B2B industry becomes even stronger," he said.

QRS counts approximately 9,800 customers for its solutions, which help companies in the retail sector address such issues as global data synchronization, mandate compliance, transaction management and global trade management. Inovis, with about 17,000 customers, says it provides business commerce automation solutions that facilitate the management of retail, supply and manufacturing partnerships.