Lawson Software, Inc. (Nasdaq: LWSN) today notified holders of its 2.50%
Senior Convertible Notes due 2012 (the "Notes") that a merger of the
Company as described below is expected to occur on or after July 1,
2011. If the merger occurs, it will constitute a Fundamental Change
under the Indenture governing the Notes (the "Indenture"), and the Notes
will become convertible at the option of the holders on the business day
following the effective date of the merger and will remain convertible
until 5:00 p.m., New York City time, on the business day immediately
preceding the Fundamental Change Repurchase Date (as defined in the
Indenture) relating to such Fundamental Change, which will be not
earlier than 20 business days after the effective date of the merger.
As previously announced, on April 26, 2011, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") with GGC Software
Holdings, Inc., a Delaware corporation (the "Parent"), and Atlantis
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of Parent (the "Merger Sub"), providing for the merger of the Merger Sub
with and into the Company (the "Merger"), with the Company surviving the
Merger as a wholly owned subsidiary of the Parent. The Parent is an
affiliate of Golden Gate Capital, a San Francisco based private equity
firm. The Company issued a press release publicly announcing execution
of the Merger Agreement on April 26, 2011, and included a copy of the
press release and the Merger Agreement as exhibits to the Company's
Current Report on Form 8-K, filed with the SEC on April 26, 2011.
The consummation of the Merger, anticipated to occur on or after July 1,
2011, is subject to customary closing conditions, including the approval
of the Company's stockholders. At the effective time of the Merger, each
share of common stock, par value $0.01 per share, of the Company (the
"Company Common Stock") issued and outstanding immediately prior to the
effective time (other than shares of Company Common Stock (i) held by
the Parent, the Merger Sub or in the treasury of the Company, (ii) owned
by any subsidiary of the Company or the Parent (other than the Merger
Sub) or (iii) held by stockholders who have perfected and not withdrawn
a demand for appraisal rights under Delaware law) will be cancelled and
converted automatically into the right to receive $11.25 in cash,
without interest.
About Lawson Software
Lawson Software is a global provider
of enterprise software. We provide business application software,
maintenance and consulting to customers primarily in specific services,
trade and manufacturing/distribution industries. We specialize in and
target specific industries including healthcare, services, public
sector, equipment service management & rental, manufacturing &
distribution and consumer products industries. Our software solutions
include Enterprise Financial Management, Human Capital Management,
Business Intelligence, Asset Management, Enterprise Performance
Management, Supply Chain Management, Service Management, Manufacturing
Operations, Business Project Management and industry-tailored
applications. Our applications help automate and integrate critical
business processes, which enable our customers to collaborate with their
partners, suppliers and employees, reduce costs and enhance business or
operational performance. Lawson is headquartered in St. Paul, Minn., and
has offices around the world. Visit Lawson online at www.lawson.com.
For Lawson's listing on the First North exchange in Sweden, Premium AB
is acting as the Certified Adviser.
Forward-Looking Statements
This press release contains
forward-looking statements that contain risks and uncertainties. These
forward-looking statements contain statements of intent, belief or
current expectations of Lawson and its management. Such forward-looking
statements are not guarantees of future results and involve risks and
uncertainties that may cause actual results to differ materially from
the potential results discussed in the forward-looking statements. Risks
and uncertainties that may cause such differences include but are not
limited to: the risk that the pending merger with GGC Software Holdings,
Inc., an affiliate of Golden Gate Capital and Infor, may not be
completed on a timely basis, if at all; the risk that the conditions to
the consummation of the merger may not be satisfied; the risk that the
merger may involve unexpected costs, liabilities or delays; the risk
that expected benefits of the merger may not materialize as expected;
the risk that, prior to the completion of the merger, Lawson's business
may experience significant disruptions, including loss of customers or
employees, due to transaction-related uncertainty or other factors; the
fact that legal proceedings that have been instituted and the
possibility that additional legal proceedings may be instituted against
Lawson, its directors and/or others relating to the merger and the
outcome of such proceedings; the possible occurrence of an event, change
or other circumstance that could result in termination of the merger
agreement; uncertainties in the software industry; uncertainties as to
when and whether the conditions for the recognition of deferred revenue
will be satisfied; increased competition; the impact of foreign currency
exchange rate fluctuations; changes in conditions in Lawson's targeted
industries; the outcome of pending litigation; the relief sought by
Lawson with respect to the judgment in the ePlus litigation might not be
granted in whole or in part; and other risk factors listed in Lawson's
most recent Annual Report on Form 10-K and subsequent Quarterly Reports
on Form 10-Q filed with the Securities and Exchange Commission. Lawson
assumes no obligation to update any forward-looking information
contained in this press release.
