Lawson Software Gives Notice of Anticipated Fundamental Change and Right to Convert to Holders of Its 2.50% Senior Convertible Notes due 2012

Lawson Software Gives Notice of Anticipated Fundamental Change and Right
to Convert to Holders of Its 2.50% Senior Convertible Notes due 2012

 

ST. PAUL, Minn.--(BUSINESS WIRE (http://www.businesswire.com/))--
Regulatory News:

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 (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%
3A%2F%2Fwww.lawson.com&esheet=6767487&lan=en-US&anchor=www.lawson.com&in
dex=1&md5=17b80a4a03e13a54ce3c125dba8676b9). 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.

Lawson Software:
Investor Contacts:
Barbara Doyle, +1-651-767-4385
barbara.doyle@lawson.com (barbara.doyle@lawson.com)
or
Dan Burch / Laurie Connell
MacKenzie Partners
+1-212-929-5748 / +1-212-378-7071
or
Media Contacts:
Terry Blake
+1-651-767-4766
terry.blake@us.lawson.com (terry.blake@us.lawson.com)
or
Averell Withers / Jillian Palash
Joele Frank, Wilkinson Brimmer Katcher
+1-212-355-4449