Lawson Software Prices Offering of $200 Million of 2.50% Senior Convertible Notes due 2012; Initial Purchasers Exercise $40 Million Over-allotment Option


Lawson Software Prices Offering of $200 Million of 2.50% Senior Convertible
Notes due 2012; Initial Purchasers Exercise $40 Million Over-allotment Option

ST. PAUL, Minn.--(BUSINESS WIRE)--xx--Regulatory News:

¶   Lawson Software, Inc. (Nasdaq:LWSN) today announced the pricing of
its previously announced offering of $200 million aggregate principal
amount of 2.50% senior convertible notes due 2012. In addition, Lawson
announced that the initial purchasers of the notes have exercised in
full their option to purchase up to $40 million aggregate principal
amount of additional notes to cover over-allotments. The notes are
being sold in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act").

¶   The notes will pay interest semi-annually at a rate of 2.50% per
annum. The notes will be convertible under specified conditions, at
the holder's option, at an initial conversion rate of 83.2293 shares
of Lawson's common stock per $1,000 principal amount of notes (which
is equivalent to an initial conversion price of approximately $12.02
or a 35% conversion premium based on the closing sale price of $8.90
per share of Lawson's common stock on April 17, 2007). Upon
conversion, holders will receive cash up to the principal amount of
each note, and any excess conversion value will be delivered in shares
of Lawson's common stock. The notes will mature on April 15, 2012.

¶   In connection with the offering of the notes, Lawson is entering
into a convertible note hedge transaction with an affiliate of one of
the initial purchasers of the notes. This transaction is expected to
reduce the potential dilution upon conversion of the notes. Lawson is
also entering into a separate transaction with the same counterparty
to sell warrants to purchase shares of its common stock. The warrants
have an exercise price that is 75% higher than the closing price of
Lawson's common stock on April 17, 2007. The warrant transaction could
have a dilutive effect on Lawson's earnings per share to the extent
that the price of Lawson's common stock exceeds the exercise price of
the sold warrants.

¶   Lawson estimates that the net proceeds from this offering will be
approximately $233.3 million, after deducting estimated discounts and
expenses (giving effect to the initial purchasers' exercise of their
over-allotment option). Lawson expects to use a portion of the net
proceeds from this offering, together with the proceeds from the
warrant transaction described above, to fund the cost of the
convertible note hedge transaction and to fund repurchases of 5.4
million shares of Lawson's common stock in the amount of approximately
$47.9 million (based on the closing sale price of $8.90 per share of
Lawson's common stock on April 17, 2007) in privately negotiated
transactions conducted contemporaneously with the pricing of the
notes. Lawson will use the remaining $161.8 million of the net
proceeds of the note offering, which includes the proceeds of the
warrant transaction, for general corporate purposes, which may include
future additional repurchases of Lawson's common stock, subject to
market conditions, acquisitions and investments. The $47.9 million of
share repurchases are being effected pursuant to Lawson's share
repurchase program that was announced on Nov. 13, 2006, and was
increased to $200 million primarily to accommodate these repurchases.

¶   The counterparty to the hedging transactions, or its affiliates,
has indicated to Lawson that it expected to enter into various
derivative transactions with respect to Lawson's common stock and/or
purchase Lawson's common stock in secondary market transactions
concurrently with or shortly after the pricing of the notes. These
activities could have the effect of increasing or preventing a decline
in the price of Lawson's common stock concurrently with or following
the pricing of the notes. The counterparty to these transactions has
also informed Lawson that it is likely to modify these hedge positions
by entering into or unwinding various derivative transactions and/or
by purchasing or selling Lawson's common stock in secondary market
transactions during the term of the notes.

¶   This notice does not constitute an offer to sell or the
solicitation of an offer to buy securities. Any offers of the
securities will be made only by means of a private offering
memorandum. The notes and the shares of Lawson common stock issuable
upon conversion of the notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

¶   About Lawson Software

¶   Lawson Software provides software and service solutions to
approximately 4,000 customers in manufacturing, distribution,
maintenance and service sector industries across 40 countries.
Lawson's solutions include Enterprise Performance Management, Supply
Chain Management, Enterprise Resource Planning, Customer Relationship
Management, Manufacturing Resource Planning, Enterprise Asset
Management and industry-tailored applications. Lawson's solutions
assist customers in simplifying their businesses or organizations by
helping them streamline processes, 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.

¶   Forward-Looking Statements

¶   This press release contains forward-looking statements regarding
Lawson's intention to issue the notes and its intended use of the
proceeds. These forward-looking statements may be affected by risks
and uncertainties in the Company's business, market conditions and
other factors. This information is qualified in its entirety by
cautionary statements and risk factor disclosure contained in the
Company's Securities and Exchange Commission filings, including the
Company's annual report on Form 10-K filed with the Commission on
August 29, 2006 and the Company's most recent quarterly report on Form
10-Q. The Company wishes to caution readers that certain important
factors may have affected and could in the future affect the Company's
actual results and could cause the Company's actual results for
subsequent periods to differ materially from those expressed in any
forward-looking statement made by or on behalf of the Company,
including the risk that this offering cannot be successfully
completed. The Company undertakes no obligation to update
forward-looking statements to reflect events or circumstances after
the date hereof. Lawson assumes no obligation to update any
forward-looking information contained in this press release.


    CONTACT: Lawson Software, Inc.
             Media:
             Terry Blake, +1-651-767-4766
             terry.blake@us.lawson.com
             or
             Investors and Analysts:
             Barbara Doyle, +1-651-767-4385
             barbara.doyle@us.lawson.com

Attachments

04182260.pdf