Logility Supply Chain Solutions, Inc. Evaluates Unsolicited Acquisition Proposal Amid Existing Merger Agreement
Atlanta, GA – March 2025 – Logility Supply Chain Solutions, Inc. (Nasdaq: LGTY) (“Logility” or the “Company”), a leading provider of AI-first supply chain management software, has announced that it has received an unsolicited, non-binding proposal to acquire all outstanding shares of Logility’s common stock for $15.00 per share in cash (the “Unsolicited Proposal”). The proposal remains subject to due diligence and presents a competing bid against an already established merger agreement with Aptean, Inc. (“Aptean”).
Existing Merger Agreement with Aptean
Prior to receiving the Unsolicited Proposal, Logility had entered into a definitive merger agreement with Aptean on January 24, 2025, under which Aptean agreed to acquire for $14.30 per share in an all-cash transaction (the “Aptean Merger Agreement”). The agreement was the result of a strategic evaluation by Board of Directors, aiming to maximize value for shareholders while ensuring long-term business growth.
Board Evaluation and Next Steps
After carefully reviewing the Unsolicited Proposal, the Logility Board of Directors has determined that the offer could reasonably be expected to lead to a superior proposal under the terms set forth in the Aptean Merger Agreement. Consequently, Logility is permitted to engage in discussions with the unsolicited bidder. The Company intends to do so to evaluate the potential advantages of the new offer while maintaining compliance with its existing obligations under the Aptean agreement.
Despite these developments, the Aptean Merger Agreement remains in full force and effect.Board of Directors has reaffirmed its existing recommendation that shareholders vote in favor of the Aptean transaction, emphasizing that no definitive agreement or transaction may result from discussions with the unsolicited bidder.
Implications of the Unsolicited Proposal
The emergence of a competing bid has introduced new strategic considerations , its shareholders, and the broader supply chain technology sector:
- Increased Valuation Opportunity – The Unsolicited Proposal’s offer price of $15.00 per share represents a 4.9% premium over the $14.30 per share offered by Aptean. If the bidder successfully completes due diligence and finalizes a binding agreement, shareholders could realize additional value from their investment.
- Competitive Bidding Scenario – With the new proposal on the table, Aptean may reconsider its offer price or introduce additional incentives to maintain its position as the preferred acquirer. This could lead to a bidding war, ultimately benefiting shareholders.
- Regulatory and Legal Considerations – Any change in acquisition strategy could introduce regulatory scrutiny and legal complexities, especially since the Aptean agreement includes provisions regarding exclusivity and termination fees. If Logility chooses to proceed with the new bidder, it may be subject to financial penalties outlined in the original merger contract.
- Impact on Business Operations – Ongoing acquisition discussions and uncertainty surrounding the final ownership structure could potentially affect employee morale, customer relationships, and strategic planning. Logility’s leadership team will need to carefully navigate these challenges to maintain business stability.
Financial and Legal Advisory Support
Logility has engaged Lazard as its financial advisor and Jones Day as its legal counsel to oversee discussions related to both the Aptean merger and the Unsolicited Proposal. These advisors will play a crucial role in assessing the financial feasibility, strategic alignment, and regulatory compliance associated with each transaction.
Shareholder Considerations and Market Reactions
Logility’s shareholders now face a critical decision regarding the future of their investment in the Company. While the Aptean offer provides a clear, structured path to acquisition, the new proposal may present greater financial upside if it materializes into a binding agreement.
Potential Outcomes
Several possible scenarios could emerge from the ongoing evaluation of the Unsolicited Proposal:
- Logility Accepts the Unsolicited Proposal – If the new bidder completes due diligence and submits a binding offer, Logility could terminate the Aptean Merger Agreement and proceed with the higher bid, subject to any associated penalties.
- Aptean Revises Its Offer – In response to competitive pressure, Aptean could increase its bid to match or exceed the Unsolicited Proposal, ensuring its position as the winning acquirer.
- The Unsolicited Proposal Falls Through – If the bidder fails to complete due diligence or cannot finalize a definitive agreement, Logility will proceed with the Aptean merger as originally planned.
- A Third Bidder Enters the Picture – The public disclosure of competing offers could attract additional potential acquirers, leading to an extended bidding process that drives the share price higher.
Industry Impact and Future Outlook
The competitive nature of this acquisition process reflects the growing importance of AI-driven supply chain solutions in today’s business environment. As organizations worldwide seek greater efficiency, real-time analytics, and predictive capabilities, companies like Logility are becoming increasingly valuable in the market.
Regardless of which bidder ultimately secures the acquisition, Logility’s expertise in AI-powered supply chain management ensures that it will remain a key player in the industry’s evolution. The Company’s advanced digital solutions, strong customer base, and commitment to innovation position it for continued success.
Company Statement
At this time, the Logility Board of Directors has not made any formal recommendation regarding the Unsolicited Proposal. The Company remains committed to acting in the best interests of its shareholders while upholding its strategic vision for the future.
About Logility
Logility is a leading provider of AI-first supply chain management solutions, helping organizations build sustainable digital supply chains that drive efficiency and business growth. By leveraging advanced machine learning algorithms and predictive analytics, Logility enables companies to transition from reactive decision-making to proactive supply chain planning.
With a fully integrated, end-to-end platform, Logility empowers its clients to navigate supply chain disruptions, optimize inventory, and enhance operational agility. The Company serves over 500 clients across 80 countries, providing innovative solutions tailored to a diverse range of industries.
Headquartered in Atlanta, GA, Logility continues to revolutionize supply chain management by combining AI-driven insights with human expertise, turning uncertainty into opportunity.
For more information, visit www.logility.com.