JDA Software Group Inc JDAS.O, a maker of supply-chain management software, agreed to be bought by privately held rival RedPrairie for about $1.9 billion in cash.
The $45 per-share offer represents an 18 percent premium over JDA's Wednesday close. JDA shares, which closed at $38.15 on the Nasdaq, rose to $44.76 on Thursday morning.
Reuters reported on Monday, citing sources, that JDA was exploring a sale and had hired JPMorgan Chase & Co (JPM.N) as adviser.
The offer price represents a 33 percent premium to JDA's stock price on Friday, the last trading day before rumors surfaced that JDA was exploring a sale, the companies said in a joint statement.
JDA also reported lower-than-expected third-quarter results as software and subscription revenue slipped 18 percent on weak license sales in Europe and to manufacturers in North America.
The company said consulting services revenue fell 4 percent to $64.3 million mainly due to reduced work from a customer in the Asia-Pacific region.
JDA Software provides customized software applications to customers ranging from government and aerospace defense contractors to hospitality and media organizations.
It counts Dr Pepper Snapple Group Inc (DPS.N), Dell Inc DELL.O and Caterpillar Inc (CAT.N) among its customers.
"This is a strong combination of two leading companies with highly complementary product suites," JDA's Chief Executive Hamish Brewer said in a statement.
The deal, expected to close by the end of 2012, will create a company with combined revenue of over $1 billion to be led by JDA's Brewer, the companies said.
RedPrairie CEO Michael Mayoras will remain on the board of the combined company.
The deal will be funded with a loan from Credit Suisse and additional new cash equity from New Mountain Capital, which owns RedPrairie.
Greenhill & Co (GHL.N) and Credit Suisse acted as financial advisers to RedPrairie.
JDA canceled its third-quarter earnings conference call scheduled for Nov 5.
(Reporting by Supantha Mukherjee and Sayantani Ghosh in Bangalore; Editing by Supriya Kurane)