M&A - LOGILITY SUPPLY CHAIN SOLUTIONS, INC

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012311

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. completed its merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. The merger made Logility a wholly owned subsidiary of Aptean. Shareholders of Logility received $14.30 in cash for each share of common stock they held. Additionally, all Company stock options and restricted stock units were converted to cash payments based on the merger consideration. Logility also notified Nasdaq of the delisting of its common stock following the merger and plans to file for deregistration. A change in control occurred with the merger, resulting in the resignation of existing directors and officers of Logility, replaced by directors from the Merger Sub. The articles of incorporation and bylaws of the surviving corporation were amended in accordance with the merger agreement, and a press release announcing the completion of the merger was issued.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012337

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. completed its merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. The merger was executed under the terms of the Agreement and Plan of Merger dated January 24, 2025. Following the merger, Logility is now a wholly owned subsidiary of Aptean. Due to this change in ownership structure, Logility has terminated all offerings of its securities as registered under multiple previously filed Registration Statements on Form S-8, deregistering any and all unsold securities. This document serves as a post-effective amendment to deregister those securities across various Registration Statements that had been filed since 1998.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012338

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. completed a merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. The merger resulted in Logility becoming a wholly owned subsidiary of Aptean. Consequently, all offerings of Logility's securities under several previously filed Registration Statements have been terminated. The post-effective amendments were filed to deregister any unsold or unissued securities previously registered under the Registration Statements as of the filing date. These amendments encompass various incentive and stock option plans associated with Logility and its predecessor, American Software, Inc.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012339

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. (formerly American Software, Inc.) completed a merger with Update Merger Sub, Inc., a fully owned subsidiary of Aptean, Inc. Following the merger agreement dated January 24, 2025, Logility became a wholly-owned subsidiary of Aptean. This document serves as a post-effective amendment to deregister any unsold or unissued securities previously registered under various S-8 Registration Statements related to stock option and equity compensation plans as a result of the completed merger. The company confirmed the deregistration of all such securities as it has terminated all offerings under the registration statements due to the merger.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012340

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. completed a merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. This merger followed the Agreement and Plan of Merger dated January 24, 2025. Logility is now a wholly owned subsidiary of Aptean. As part of this transaction, Logility has terminated all offerings of its securities under previously filed Registration Statements on Form S-8. The document includes the deregistration of securities that were unsold or unissued under the referenced Registration Statements. The filing confirms that Logility Supply Chain Solutions, Inc. meets the requirements for filing on Form S-8.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012341

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. (formerly American Software, Inc.) completed a merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. Under the terms of the Agreement and Plan of Merger dated January 24, 2025, the Company became a wholly owned subsidiary of Aptean. Consequently, the Company has terminated all offerings of its securities as per the various registration statements on Form S-8. The filing serves as a post-effective amendment to deregister any and all securities registered but unsold or unissued under certain Registration Statements, indicating a complete cessation of the Company's securities offerings post-merger.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012342

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. completed its merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. This merger was executed under the terms of an Agreement and Plan of Merger dated January 24, 2025. Following the merger, Logility became a wholly owned subsidiary of Aptean. As a consequence of this merger, Logility terminated all securities offerings under multiple previously filed Form S-8 Registration Statements. This post-effective amendment serves to deregister any remaining unsold or unissued securities under these statements, reflecting the cessation of all related offerings as a result of the corporate action.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012343

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. (formerly American Software, Inc.) completed a merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. As a result of the merger, Logility is now a wholly owned subsidiary of Aptean. The merger is pursuant to an Agreement and Plan of Merger dated January 24, 2025. Following this merger, Logility has terminated all offerings of its securities related to various previously filed Registration Statements under Form S-8. This document serves as a post-effective amendment to deregister any and all securities that were registered but remained unsold or unissued as of the date of this filing. The registrations include details of multiple equity compensation plans and stock option plans associated with American Software, Inc. and Logility, covering various dates from 1998 to 2024.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012344

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc. completed its merger with a wholly owned subsidiary of Aptean, Inc., resulting in Logility being a wholly owned subsidiary of Aptean. This document serves as a post-effective amendment to deregister all unsold securities under various previous Form S-8 Registration Statements. Previously registered securities related to several stock option and equity compensation plans are being deregistered as the merger has terminated all offerings of these securities. The company has removed from registration all securities that remain unsold as of the date of these post-effective amendments, in accordance with its obligations under the Securities Act of 1933. The merger was conducted according to the terms outlined in the Agreement and Plan of Merger dated January 24, 2025. The registered agent for the company is Brad Debold, the Executive Vice President of Mergers & Acquisitions at Aptean, Inc.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012345

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc., previously known as American Software, Inc., completed its merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. This merger led to Logility becoming a wholly owned subsidiary of Aptean. Consequently, Logility has terminated all offerings of its securities that were registered under multiple Registration Statements on Form S-8. The filing includes a deregistration of any and all unsold or unissued securities that were part of these Registration Statements, indicating a complete removal of such securities from registration.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012346

Filing Summary: Logility Supply Chain Solutions, Inc. filed a post-effective amendment to their Form S-8 registration statements to deregister any unsold or unissued securities following a merger. On April 4, 2025, the company, which is now a wholly owned subsidiary of Aptean, Inc., completed a merger with Update Merger Sub, Inc. under the terms of a merger agreement dated January 24, 2025. The company has terminated all offerings of its securities under the prior registration statements, and this filing serves to remove from registration all securities that were registered but remained unsold at the time of the merger. This includes several registration statements filed between 1998 and 2024 relating to various stock option and equity compensation plans. Brad Debold, the Executive Vice President for Mergers & Acquisitions at Aptean, signed off on the filing, reaffirming the company's compliance with regulatory requirements.

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Form Type: S-8 POS

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125012347

Filing Summary: On April 4, 2025, Logility Supply Chain Solutions, Inc., formerly known as American Software, Inc., completed its merger with Update Merger Sub, Inc., a wholly owned subsidiary of Aptean, Inc. The merger was executed according to the terms set forth in the Agreement and Plan of Merger dated January 24, 2025, making Logility a wholly-owned subsidiary of Aptean. As a result of this merger, Logility has terminated all offerings of its securities registered under multiple previously filed Registration Statements with the SEC. Consequently, a post-effective amendment has been filed to deregister all unsold and unissued securities under these Registration Statements, which include several stock option and equity compensation plans established by American Software and Logility. The amendments are part of the registrant's commitment to comply with the SEC regulations regarding deregistration of securities.

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Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125012057

Filing Summary: On April 3, 2025, Logility Supply Chain Solutions, Inc. held a special meeting of shareholders where three proposals were voted upon. The first proposal was the approval of the Agreement and Plan of Merger with Aptean, Inc., which received overwhelming support with 27,751,253 votes in favor. The second proposal was an advisory vote on the compensation for Logility’s executive officers in connection with the merger, which had 25,372,280 votes in favor. The third proposal, regarding adjournment of the meeting, was not necessary because the merger agreement had already been approved. The merger is expected to be completed on April 4, 2025, pending satisfaction of customary closing conditions. The document also includes forward-looking statements about risks and uncertainties related to the merger and the company's operations.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008131

Filing Summary: On March 11, 2025, Logility Supply Chain Solutions, Inc. entered into an Agreement and Plan of Merger with Aptean, Inc. and Update Merger Sub, Inc. regarding the acquisition of Logility by Aptean through a merger. The merger will make Logility a wholly owned subsidiary of Aptean. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on March 10, 2025, satisfying conditions for closing the merger, which is expected in the second quarter of 2025, pending approval by Logility's shareholders and compliance with the United Kingdom - National Security and Investment Act 2021.

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Form Type: DEFA14A

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000114036125008132

Filing Summary: On January 24, 2025, Logility Supply Chain Solutions, Inc. entered into a Merger Agreement with Aptean, Inc. and its subsidiary, Update Merger Sub, Inc. The agreement outlines the acquisition of Logility by Aptean through a merger in which Logility will become a wholly owned subsidiary of Aptean. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act relating to this merger expired on March 10, 2025, marking a significant step towards the transaction's completion. The merger is anticipated to close in the second quarter of 2025, pending regulatory approvals and shareholder consent. Logility has filed a definitive proxy statement with the SEC regarding this transaction, urging shareholders to review all relevant documents before voting.

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Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007719

Filing Summary: On March 7, 2025, Logility Supply Chain Solutions, Inc. announced an unsolicited proposal from a bidder related to a potential acquisition. The company has shared details in a press release attached as Exhibit 99.1, stating that this proposal is not yet finalized and presents potential benefits and uncertainties that accompany acquisition discussions. The forward-looking statements in the report include risks such as economic uncertainties, competitive pressures, the need for shareholder approval, and other regulatory considerations related to the proposed acquisition by Aptean, Inc. Logility is preparing for a special meeting of its shareholders to discuss the proposed transaction, urging them to review all relevant documents filed with the SEC for comprehensive information.

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Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125007721

Filing Summary: Logility Supply Chain Solutions, Inc. announced on March 7, 2025, that it received an unsolicited non-binding proposal to acquire all outstanding shares of its common stock at $15.00 per share. This proposal may lead to a superior proposal compared to Logility's existing agreement with Aptean, Inc., to be acquired for $14.30 per share. The Board of Directors has determined that discussions with the unsolicited bidder may be initiated while reasserting encouragement for shareholders to vote in favor of the Aptean transaction. There are no guarantees regarding the outcome of discussions related to the unsolicited proposal, and the current merger agreement with Aptean remains active and recommended by the Board.

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Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125007779

Filing Summary: Logility Supply Chain Solutions, Inc. announced the withdrawal of an unsolicited non-binding proposal to acquire all outstanding shares of its common stock, which was made known on March 7, 2025. The company has ceased discussions concerning this proposal. Despite the withdrawal, Logility's definitive agreement to be acquired by Aptean, Inc. for $14.30 per share in an all-cash transaction remains valid. The Logility Board of Directors strongly reaffirms its recommendation for shareholders to vote in favor of the acquisition by Aptean. Financial advisement for the transaction is being provided by Lazard, with legal counsel from Jones Day. The release includes a statement regarding the risks and uncertainties associated with the proposed transaction and encourages shareholders to read the definitive proxy statement and related documents to understand the implications fully.

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Form Type: DEFM14A

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000114036125006872

Filing Summary: Logility Supply Chain Solutions, Inc. ("Logility") announced a special meeting for shareholders on April 3, 2025, to vote on a proposed merger with Aptean, Inc. under an Agreement and Plan of Merger dated January 24, 2025. The merger will involve Logility being acquired by Aptean at a cash price of $14.30 per share, representing a 26.3% premium over Logility's closing share price on January 24, 2025. The proposal requires approval from a majority of Logility's shareholders, with detailed instructions for voting provided in the proxy statement. The board unanimously recommends that shareholders vote in favor of the merger agreement, citing it as fair and advisable for Logility's shareholders. Additionally, a nonbinding compensation proposal for the Company’s executive officers in connection with the merger and an adjournment proposal to solicit additional proxies may also be voted upon. The document details the treatment of equity awards, implications if the merger is not approved, and the termination fee of $24.5 million that Logility would owe Aptean under specified circumstances. Further, it emphasizes the importance of prompt voting and consideration of shareholders’ rights under the Georgia Business Corporation Code concerning dissenters.

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Form Type: 10-Q

Filing Date: 2025-02-28

Corporate Action: Merger

Type: Update

Accession Number: 000162828025008931

Filing Summary: Logility Supply Chain Solutions, Inc. filed its quarterly report for the period ending January 31, 2025. The report highlights their most recent financial results, indicating a decline in both operating income and revenue compared to the previous year. The company reported a net loss of $2.758 million for the quarter, compared to net earnings of $4.088 million in the same period last year. Total revenues for the quarter were $25.007 million, a slight decrease from $25.536 million in the previous year, primarily driven by declines in professional services and maintenance revenues. Additionally, the document discloses the company's entry into a merger agreement with Aptean, Inc. on January 24, 2025, under which Logility will be acquired as a wholly owned subsidiary. Significant accounting policies and recent changes, including a reclassification of common stock, are detailed, alongside a review of cash flow metrics and shareholders' equity adjustments.

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Form Type: PREM14A

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000114036125005488

Filing Summary: Logility Supply Chain Solutions, Inc. has filed a preliminary proxy statement in connection with a proposed merger with Aptean, Inc. and Update Merger Sub, Inc. The filing details a special meeting for shareholders scheduled for 2025, where shareholders will vote on the merger agreement dated January 24, 2025. Logility's Board of Directors unanimously recommends that shareholders approve the merger, which will result in Logility becoming a wholly owned subsidiary of Aptean, with shareholders receiving $14.30 in cash for each share owned, representing significant premiums over recent share prices. The document discusses the implications of the merger, including the ending of Logility's common stock trading on public markets and various approval requirements. It also notes potential dissenters' rights for shareholders and the assessment of fairness by Lazard Frères & Co., the financial advisor, which deemed the merger consideration fair for shareholders. The board emphasizes the importance of shareholder participation in the vote, as the merger cannot proceed without majority approval.

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Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000114036125002221

Filing Summary: On January 24, 2025, Logility Supply Chain Solutions, Inc. entered into an Agreement and Plan of Merger with Aptean, Inc. and Update Merger Sub, Inc. pursuant to which Logility will be acquired by Aptean through a merger where Logility will survive as a wholly-owned subsidiary of Aptean. The Board of Directors unanimously approved this merger, deeming it fair and in the best interests of shareholders. Shareholders will receive $14.30 in cash per share upon merger completion. Share options and restricted stock units will also be converted into cash payments based on the merger consideration. A special meeting will be held to obtain shareholder approval of the merger. The merger is expected to close in the second quarter of 2025, pending regulatory approvals and other conditions. The agreement includes standard covenants and restrictions on alternative proposals until shareholder approval.

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Form Type: DEFA14A

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125002229

Filing Summary: On January 24, 2025, Logility Supply Chain Solutions, Inc. entered into an Agreement and Plan of Merger with Aptean, Inc. and Update Merger Sub, Inc., whereby Logility will be acquired by Aptean. The merger will convert each share of Logility's common stock into $14.30 in cash, excluding certain shares. The merger agreement was unanimously adopted by Logility's Board of Directors, who deemed it fair and in the best interests of shareholders. The merger is set to close in the second quarter of 2025, subject to regulatory approvals and shareholder approval. Shareholder meetings will be convened to approve the merger, and a definitive proxy statement will be filed with the SEC. The merger does not depend on financing conditions, and Logility stock options and restricted stock units will be converted into cash payments as outlined in the agreement. The merger will lead to delisting from Nasdaq as Logility will become a wholly owned subsidiary of Aptean.

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Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025002525

Filing Summary: On January 24, 2025, Logility Supply Chain Solutions, Inc. announced a definitive agreement for Aptean, Inc. to acquire all outstanding shares of Logility's common stock at $14.30 per share through an all-cash transaction. The acquisition is subject to various terms and conditions, including regulatory approvals and shareholder approval. The document also addresses forward-looking statements related to the acquisition, outlining risks such as obtaining regulatory approvals, potential changes to business relationships, and integration challenges post-transaction. Logility plans to file relevant materials with the SEC, including a proxy statement, and intends to announce a special shareholder meeting for approval of the transaction.

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Form Type: DEFA14A

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025002547

Filing Summary: On January 24, 2025, Logility Supply Chain Solutions, Inc. announced a definitive agreement for its acquisition by Aptean, Inc. Aptean will acquire all outstanding shares of Logility's common stock for $14.30 per share in an all-cash transaction, which represents a 27.0% premium over the closing share price on January 23, 2025. The deal is expected to close in the second quarter of 2025, pending shareholder and regulatory approvals. The Logility Board has unanimously approved the agreement, highlighting the auction process conducted in late 2024, and emphasizes the benefits of enhanced focus, resource access, and combined offerings that will maximize shareholder and client value. The acquisition will transition Logility to a privately held entity, eliminating its public trading status on Nasdaq.

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Form Type: DEFA14A

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025002549

Filing Summary: Logility Supply Chain Solutions, Inc. announced the execution of a definitive agreement for its acquisition by Aptean on January 24, 2025. The acquisition terms stipulate that Aptean will buy all outstanding shares of Logility's common stock for $14.30 in cash per share, which represents a premium over recent market values. This transaction is anticipated to close in the second quarter of 2025, pending shareholder and regulatory approvals. Logility cited the need for a more focused long-term strategy and access to Aptean's resources as key reasons for accepting the acquisition offer. The transaction will transform Logility into a privately held company, and it will no longer be listed on public markets. The acquisition is also characterized by a thorough auction process evaluated by Logility's Board, and the entire business, including intellectual property rights and real estate, will be transferred to Aptean. Logility emphasized that its normal business operations would continue throughout the transition, assuring employees and customers of ongoing support and service continuity without disruption during the integration process. They will also offer the same level of employee benefits and pay until the transaction closes, and they will retain key leadership roles post-acquisition. Additionally, shareholders will need to approve the acquisition in a forthcoming special meeting.

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