Lawson Software Enters Into Definitive Agreement to be Acquired by an Affiliate of Golden Gate Capital and Infor


Lawson Software Enters Into Definitive Agreement to be Acquired by an
Affiliate of Golden Gate Capital and Infor

Lawson Stockholders to Receive $11.25 Per Share in Cash; Transaction
Valued at Approximately $2 Billion

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

Lawson Software, Inc. (Nasdaq:LWSN) today announced that it has signed a
definitive agreement to be acquired by GGC Software Holdings, Inc., an
affiliate of Golden Gate Capital and Infor, in a transaction valued at
approximately $2 billion. Under the terms of the merger agreement,
stockholders of Lawson will receive $11.25 per share in cash. Lawson's
board of directors unanimously approved the transaction and board
members who collectively own approximately 9% of Lawson's outstanding
shares have agreed to vote their shares in favor of the transaction.

Today's announcement marks the culmination of the company's evaluation
of strategic alternatives and review and negotiation of a proposal from
Golden Gate and Infor that began prior to, and was later publicly
confirmed in a press release on, March 11, 2011. During its evaluation,
Lawson conducted a comprehensive market assessment and contacted other
potential acquirers including competing global providers of enterprise
applications and financial buyers, a process that did not result in a
superior proposal. Following a thorough review and analysis of the
strategic alternatives available to the company, Lawson's board
determined that this merger transaction is in the best interests of
stockholders.

The transaction purchase price represents a valuation of approximately
2.5 times revenues, 12 times non-GAAP EBITDA and 23 times non-GAAP
earnings per diluted share for the 12 months ended February 28, 2011.
The $11.25 per share cash consideration represents a premium of
approximately 14% to Lawson's closing share price on March 7, 2011, the
last trading day prior to news reports speculating about a potential
transaction involving the company, and a premium of approximately 35% to
Lawson's average closing share price for the 52-week period prior to
March 7, 2011. In addition, the purchase price represents a premium of
approximately 28% to Lawson's closing share price on January 10, 2011,
the date prior to Lawson entering into a non-disclosure agreement with
Infor.

“We are pleased to have entered into a transaction that will offer
Lawson stockholders an attractive valuation,” said Harry Debes, Lawson's
president and chief executive officer. “After a thorough examination of
the strategic alternatives available to the company as well as extensive
discussions with Golden Gate and Infor, Lawson's board unanimously
concluded that this transaction is in the best interests of the company
and our stockholders.”

“On behalf of Lawson's board and management team, I would like to
express our deep appreciation to our employees, whose passion and
dedication have been key factors in making Lawson the great company it
is today. We are also grateful to our customers and partners who have
been instrumental in Lawson's growth and development over the years. We
look forward to working closely with the Golden Gate and Infor teams to
ensure a smooth transition and complete the transaction as expeditiously
as possible,” continued Mr. Debes.

“Lawson is a natural strategic partner for Infor, offering complementary
software solutions that will extend our existing portfolio, particularly
in areas such as healthcare, public sector, manufacturing and human
capital management,” said Charles Phillips, CEO of Infor. “Lawson's and
Infor's respective best-of-class solutions will enable us to expand our
commitment to our customers, delivering comprehensive ERP suites. We
look forward to working closely with the Lawson team to build upon our
distinct core competencies to offer an enhanced product portfolio and
customer service experience.”

Lawson will file a preliminary proxy statement with the U.S. Securities
and Exchange Commission which will contain detailed information about
the transaction. The preliminary proxy will outline the Lawson board's
reasons for approving the merger and its comprehensive review of
strategic alternatives.

The transaction is subject to customary closing conditions including the
approval of Lawson's stockholders and regulatory approvals. The
transaction has fully committed debt financing from Credit Suisse, Bank
of America Merrill Lynch, Morgan Stanley, Royal Bank of Canada and
Deutsche Bank. The transaction is currently expected to close in the
third calendar quarter of 2011.

Barclays Capital, Inc. is acting as financial advisor to Lawson and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal advisor.

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://www.lawson.com). For Lawson's listing
on the First North exchange in Sweden, Remium AB is acting as the
Certified Adviser.

About Infor

Infor is a leading provider of business software and services, helping
70,000 customers in 125 countries improve operations and drive growth.
To learn more about Infor, please visit
www.infor.com (http://www.infor.com).

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity investment
firm with approximately $9 billion of capital under management. Golden
Gate is dedicated to partnering with world-class management teams to
invest in change-intensive, growth businesses. The firm targets
investments where there is a demonstrable opportunity to significantly
enhance a company's value. The principals of Golden Gate have a long and
successful history of investing with management partners across a wide
range of industries and transaction types, including leveraged buyouts,
recapitalizations, corporate divestitures and spin-offs, build-ups and
venture stage investing. For more information, visit
www.goldengatecap.com (http://www.goldengatecap.com).

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, including statements
regarding the merger, 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 merger may not be
completed on a timely basis, if at all; 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
possibility that legal proceedings may be instituted against Lawson
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 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.

Additional Information and Where To Find It

In connection with the merger, Lawson intends to file relevant materials
with the Securities and Exchange Commission (the "SEC"), including a
preliminary proxy statement on Schedule 14A. Promptly after filing its
definitive proxy statement with the SEC, Lawson will mail the definitive
proxy statement and a proxy card to each stockholder entitled to vote at
the special meeting relating to the merger. INVESTORS AND SECURITY
HOLDERS OF LAWSON ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE MERGER THAT LAWSON WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
LAWSON AND THE MERGER. The definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with the
merger (when they become available), and any other documents filed by
Lawson with the SEC, may be obtained free of charge at the SEC's website
at www.sec.gov (http://www.sec.gov). In addition, investors and security
holders may obtain free copies of the documents filed with the SEC at
Lawson's website, www.lawson.com (http://www.lawson.com), or by
contacting Investor Relations by phone at 651-767-4890, by email at
investor@lawson.com (investor@lawson.com) or by mail at 380 St. Peter
Street, St. Paul, MN 55102.

Lawson and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Lawson's stockholders
with respect to the merger. Information about Lawson's directors and
executive officers and their ownership of Lawson's common stock is set
forth in the proxy statement for Lawson's 2010 Annual Meeting of
Stockholders, which was filed with the SEC on August 31, 2010.
Information regarding the identity of the potential participants, and
their direct or indirect interests in the merger, by security holdings
or otherwise, will be set forth in the proxy statement and other
materials to be filed with SEC in connection with the merger.

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

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