LWSN Lawson Software, Inc. (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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Preliminary Proxy Statement—Subject to Completion

[    •    ], 2011

Dear Stockholder:

        You are cordially invited to attend a special meeting of the stockholders of Lawson Software, Inc., or Lawson, which will be held at [    •    ], on [    •    ], 2011, at [    •    ], local time.

        At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of April 26, 2011, by and among Lawson Software, Inc., GGC Software Holdings, Inc., or Parent, and Atlantis Merger Sub, Inc., or Merger Sub, a wholly owned subsidiary of Parent. Parent is an affiliate of Golden Gate Capital and Infor Global Solutions. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Lawson and each outstanding share of our common stock, other than shares held in treasury, shares held by Parent, Parent's subsidiaries and Lawson's subsidiaries and dissenting shares, will automatically be converted into the right to receive $11.25 in cash. You will also be asked to approve, by non-binding, advisory vote, certain compensation arrangements for Lawson's named executive officers in connection with the merger.

         After careful consideration, our board of directors has unanimously approved the merger agreement and has determined that the merger is advisable, fair to and in the best interests of Lawson and its stockholders. Our board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement. Our board of directors also unanimously recommends that you vote "FOR" the proposal regarding certain merger-related executive compensation arrangements.

        The attached proxy statement contains detailed information regarding the merger and the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement, including the annexes, carefully and in its entirety. You may also obtain more information about Lawson from documents that we have filed with the Securities and Exchange Commission.

        Whether or not you plan to attend the special meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in "street name," you should instruct your broker how to vote in accordance with the voting instruction form you will receive from your bank, broker or other nominee.

         Your vote is very important, regardless of the number of shares that you own. We cannot consummate the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock. The failure of any stockholder to vote in person by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        If you have any questions or need assistance voting your shares of our common stock, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling (800) 322-2885 (toll-free).

The proxy statement is dated [    •    ], 2011, and is first being mailed, with the form of proxy, to our stockholders on or about [    •    ], 2011.

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Preliminary Proxy Statement—Subject to Completion

LAWSON SOFTWARE, INC.
380 St. Peter Street
St. Paul, Minnesota 55102-1302

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

        Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone prior to the special meeting to ensure that your shares will be represented at the special meeting if you are unable to attend. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a stockholder of record, voting in person by ballot at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain from the record holder a "legal" proxy issued in your name in order to vote in person at the special meeting.

        The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to adopt the merger agreement. Approval of the proposal to adjourn the special meeting, and of the non-binding proposal regarding certain merger-related executive compensation arrangements require the affirmative vote of a majority of those shares of common stock present or represented by proxy at the special meeting and entitled to vote thereon. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement but will not have any effect on the adjournment proposal or the non-binding proposal regarding certain merger-related executive compensation arrangements. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement but will not have any effect on the adjournment proposal or the non-binding proposal regarding certain merger-related executive compensation arrangements.

         Our board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting and "FOR" the non-binding proposal regarding certain merger-related executive compensation arrangements.

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        Your vote is important. Properly executed proxy cards with no instructions indicated on the proxy card will be voted "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting and "FOR" the non-binding proposal regarding certain merger-related executive compensation arrangements. Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the special meeting, you may revoke your proxy and vote in person by ballot if you wish, even if you have previously returned your proxy card or granted your proxy electronically over the Internet or by telephone. If you hold your shares in "street name," you should instruct your broker how to vote in accordance with the voting instruction form you will receive from your bank, broker or other nominee. Your prompt cooperation is greatly appreciated.

        Under Delaware law, if the merger is completed, holders of Lawson's common stock who do not vote in favor of adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of common stock as determined by the Delaware Court of Chancery. In order to exercise appraisal rights, a stockholder must submit a written demand for appraisal prior to the stockholder vote on the merger agreement, not vote in favor of the proposal to adopt the merger agreement and comply with other Delaware law procedures explained in the accompanying proxy statement.

St. Paul, Minnesota
[    •    ], 2011

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SUMMARY

         The following summary highlights selected information in this proxy statement and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, including the annexes. Each item in this summary includes a page reference directing you to a more complete description of that topic.

Parties to the Merger (Page 18)

        Lawson Software, Inc., which we refer to as Lawson, the Company, we, our, or us, was founded and incorporated in 1975, reincorporated in Delaware in February 2001 and underwent a reorganization in connection with our acquisition of Intentia International AB in 2006. Lawson is a global provider of enterprise software with corporate headquarters located in Saint Paul, Minnesota. Lawson provides business application software, maintenance and consulting to customers conducting business primarily in services, trade and manufacturing/distribution. We specialize in and target specific industries through our two reportable segments: S3 Industries segment which targets customers in the healthcare, public sector and services industries as well as the horizontal market for our human capital management product line and M3 Industries segment which targets customers in the equipment service management & rental, consumer products and manufacturing & distribution industries.

        GGC Software Holdings, Inc., which we refer to as Parent, is a Delaware corporation and a holding company that owns SoftBrands, Inc., which we refer to as SoftBrands. Parent was formed as Steel Holdings, Inc. in 2009 in connection with the acquisition of SoftBrands by investment funds managed by Golden Gate Capital, which we refer to as Golden Gate, and its name was changed to GGC Software Holdings, Inc. on April 25, 2011. SoftBrands is a provider of enterprise software and related professional services to approximately 5,000 customers in more than 100 countries. Parent has established a worldwide infrastructure for distribution, development and support of enterprise software. Parent operates in two principal business segments: manufacturing software and hospitality software. Upon completion of the merger, Lawson will be a direct wholly owned subsidiary of Parent. Other investment funds managed by Golden Gate control Infor Global Solutions, which we refer to as Infor.

        Atlantis Merger Sub, Inc., which we refer to as Merger Sub, is a Delaware corporation and a wholly owned subsidiary of Parent that was formed by Parent solely for the purpose of facilitating the acquisition of the Company. To date, Merger Sub has not carried on any activities other than those related to its formation, completing the transactions contemplated by the merger agreement and arranging the related financing. Upon completion of the merger, Merger Sub will cease to exist.

        In this proxy statement, we refer to the Agreement and Plan of Merger, dated as of April 26, 2011, by and among the Company, Parent and Merger Sub, as it may be amended from time to time, as the merger agreement, and the merger of Merger Sub with and into the Company, as the merger.

The Special Meeting (Page 19)

Time, Place and Purpose of the Special Meeting (Page 19)

        The special meeting will be held at [    •    ] on [    •    ], 2011 at [    •    ], local time. We refer to the special meeting and any adjournments or postponements thereof as the special meeting.

        At the special meeting, holders of common stock of the Company, par value $0.01 per share, which we refer to as the common stock, will be asked to approve the proposal to adopt the merger agreement, to approve the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement and to approve, by non-binding, advisory vote certain compensation arrangements for the Company's named executive officers in connection with the merger.

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Record Date and Quorum (Page 19)

        You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of common stock at the close of business on [    •    ], 2011, which the Company has set as the record date for the special meeting and which we refer to as the record date. You will have one vote for each share of common stock that you owned on the record date. As of the record date, there were [    •    ] shares of common stock outstanding and entitled to vote at the special meeting. A majority of the shares of common stock outstanding at the close of business on the record date and entitled to vote, present in person or represented by proxy, at the special meeting constitutes a quorum for the purposes of the special meeting.

Vote Required (Page 19)

        Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock.

        Approval of the proposal to adjourn the special meeting, if necessary or appropriate, requires the affirmative vote of holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the matter at the special meeting.

        Approval of the non-binding proposal regarding certain merger-related executive compensation arrangements requires the affirmative vote of holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the matter at the special meeting.

        Pursuant to voting agreements, dated as of April 26, 2011, between Parent, Merger Sub and each of Richard Lawson, Romesh Wadhwani and Harry Debes, each of whom is a director of the Company, such persons have agreed to vote, subject to certain exceptions, all shares of common stock owned by them in favor of the proposal to adopt the merger agreement. As of the date of this proxy statement, Mr. Lawson, Dr. Wadhwani and Mr. Debes collectively owned approximately 9% of the outstanding common stock. The voting agreements are described in additional detail in the section entitled "The Merger—Voting Agreements" beginning on page 59.

        As of the record date, the directors and executive officers of the Company (including Mr. Lawson, Dr. Wadhwani and Mr. Debes) beneficially owned and were entitled to vote, in the aggregate, [    •    ] shares of common stock (excluding (1) shares issuable upon the exercise of options to purchase common stock, which we refer to as stock options, and (2) shares issuable upon vesting of Company restricted stock units, which we refer to as restricted stock units), collectively representing [    •    ]% of the outstanding shares of common stock on the record date. Each of our directors and executive officers has informed the Company that he or she currently intends to vote all of such holder's shares of common stock (other than shares of common stock as to which such holder does not have discretionary authority) " FOR " the proposal to adopt the merger agreement, " FOR " the proposal to adjourn the special meeting and " FOR " the non-binding proposal regarding certain merger-related executive compensation arrangements.

Proxies and Revocation (Page 21)

        Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person at the special meeting. If your shares of common stock are held in "street name" through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee how to vote your shares of common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of common stock will not be voted on the proposal to adopt the merger

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agreement, which will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement, and your shares of common stock will not be voted on, and will not have any effect on, the proposal to adjourn the special meeting or the non-binding proposal regarding certain merger-related executive compensation arrangements.

        If you are the stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

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submitting a new proxy by telephone or over the Internet after the date of the earlier submitted proxy;



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signing another proxy card with a later date and returning it to us prior to the special meeting; or



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attending the special meeting and voting in person.

        If you hold your shares of common stock in "street name," you should contact your bank, brokerage firm or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a "legal" proxy from your bank, brokerage firm or other nominee.

The Merger (Page 23)

        The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company will cease to be a publicly traded company. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

        The time at which the merger will become effective, which we refer to as the effective time of the merger, will occur as soon as practicable following the closing of the merger upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificate of merger).

Merger Consideration (Page 23)

        In the merger, each outstanding share of common stock (except for shares owned by (1) stockholders who have perfected their statutory rights of appraisal under Delaware law, which we refer to as dissenters rights, (2) Parent or its subsidiaries and (3) the Company or its subsidiaries, which we refer to collectively as the excluded shares) will be converted into the right to receive $11.25 in cash, without interest, which amount we refer to as the per share merger consideration, less any applicable withholding taxes.

Reasons for the Merger; Recommendation of the Board (Page 32)

        After careful consideration of various factors described in the section entitled "The Merger—Reasons for the Merger; Recommendation of the Board," the board of directors of the Company, which we refer to as the Board, unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and declared that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Lawson and its stockholders.

        The Board unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting and " FOR " the non-binding proposal regarding certain merger-related executive compensation arrangements.

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Opinion of Barclays Capital Inc. (Page 38)

        Barclays Capital Inc., which we refer to as Barclays Capital, was engaged by the Company to provide it with financial advisory services with respect to a possible sale of the Company and related advisory services. At a meeting of the Board on April 25, 2011, Barclays Capital rendered its oral opinion, subsequently confirmed in writing, to the Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the consideration to be offered to the stockholders of the Company in the merger was fair to such stockholders.

        The full text of the written opinion of Barclays Capital, dated as of April 25, 2011, which sets forth among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays Capital in rendering its opinion, is attached as Annex B to this proxy statement. Barclays Capital's opinion, the issuance of which was approved by Barclays Capital's Fairness Opinion Committee, is addressed to the Board, addresses only the fairness, from a financial point of view, of the consideration to be offered to the stockholders of the Company in the merger and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the merger or any other matter. The summary of the opinion of Barclays Capital set forth below under "The Merger—Opinion of Barclays Capital Inc." beginning on page 38, is qualified in its entirety by reference to the full text of the opinion.

        We encourage you to read the opinion of Barclays Capital carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken in connection with such opinion.

Financing of the Merger (Page 50)

        We anticipate that the total funds needed to complete the merger, including the funds needed to:

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pay our stockholders (and holders of our other equity-based interests) the amounts due to them under the merger agreement and the related expenses, which, based upon the shares of common stock (and our other equity-based interests) outstanding as of May 2, 2011, would be approximately $1.98 billion;



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repay or refinance at or after the closing of the merger the indebtedness with respect to the Company's outstanding 2.50% Senior Convertible Notes due 2012, which we refer to as the 2.50% Senior Convertible Notes, which, as of May 2, 2011, was approximately $240 million; and



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repay or refinance at the closing of the merger indebtedness of SoftBrands, which, as of May 2, 2011, was approximately $80 million;

        will be funded through a combination of:

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equity financing of between $566 million and $618 million to be provided by three investment funds managed by Golden Gate, which we refer to as the Golden Gate Funds;



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a $1.115 billion senior secured credit facility, comprised of a $1.04 billion term loan facility and a $75 million revolving credit facility;



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the issuance of senior unsecured notes yielding at least $560 million in gross cash proceeds (or, to the extent those notes are not issued at or prior to the closing of the merger, a $560 million senior unsecured bridge loan facility); and



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the Company's freely available cash.

        In connection with the financing of the merger, Parent has delivered equity commitment letters and a debt commitment letter, which we refer to collectively as the commitment letters. See "The

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Merger—Financing of the Merger" beginning on page 50. If the merger agreement is terminated because Parent and Merger Sub do not receive the proceeds of the commitment letters, Parent may be obligated to pay the Company a fee of $115 million, or, if the sole reason for such failure is the Company not having at least $175 million of freely available cash, a fee of $57.5 million, which we refer to in either case as the reverse termination fee, as described under "The Merger Agreement—Termination Fees" beginning on page 80. The obligation of Parent to pay the reverse termination fee is guaranteed by the Golden Gate Funds, as discussed below.

Limited Guarantees (Page 52)

        Pursuant to limited guarantees delivered by the Golden Gate Funds in favor of the Company, dated April 26, 2011, which we refer to as the limited guarantees, the Golden Gate Funds have agreed to, severally but not jointly, guarantee:

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the obligation of Parent under the merger agreement to pay the reverse termination fee of $115 million or $57.5 million, as applicable, to the Company, and



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Parent's and Merger Sub's obligations to pay their expenses incurred in connection with the merger agreement plus certain reimbursement and indemnification obligations of Parent and Merger Sub under the merger agreement,

in each case, if, as and when due. However, the liability of the Golden Gate Funds pursuant to the limited guarantees may not exceed the amount of the applicable reverse termination fee plus the aggregate amount of Parent's and Merger Sub's expenses incurred in connection with the merger agreement plus certain reimbursement and indemnification obligations under the merger agreement. For more information about the reverse termination fee, see "The Merger Agreement—Termination Fees" beginning on page 80.

Interests of Certain Persons in the Merger (Page 54)

        When considering the recommendation of the Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of and considered these interests, among other matters, in approving the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. These interests include the following:

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accelerated vesting of equity awards held by our employees, including our executive officers, simultaneously with the effective time of the merger, and the settlement of such awards in exchange for cash; and



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the entitlement of our executive officers to receive payments and benefits under the executive officers' employment agreements upon certain types of involuntarily termination of employment, or if the executives voluntarily terminate their employment for "good reason," following the effective time of the merger.

        If the proposal to adopt the merger agreement is approved by our stockholders, the shares of common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of common stock held by all other stockholders of the Company.

Material U.S. Federal Income Tax Consequences of the Merger (Page 60)

        For U.S. federal income tax purposes, your receipt of cash in exchange for your shares of common stock in the merger generally will result in your recognizing gain or loss measured by the difference, if any, between the cash you receive in the merger and your tax basis in your shares of common stock.

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You should consult your tax advisor for a complete analysis of the effect of the merger on your U.S. federal, state, local and/or foreign taxes.

Regulatory Approvals and Notices (Page 62)

        The merger cannot be completed until the waiting periods applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which we refer to as the HSR Act, or the German Act Against Restraints of Competition ( Gesetz gegen Wettwerbsbeschränkungen ), which we refer to as the German Act, have expired or been terminated.

Litigation Relating to the Merger (Page 63)

        Following the April 26, 2011 announcement of the merger agreement, seven purported class action lawsuits were brought against Lawson, the members of the Board, Parent, Merger Sub, Infor, and Golden Gate Capital, on behalf of the public stockholders of Lawson. T wo lawsuits were filed in the Delaware Court of Chancery, titled Israni v. Lawson Software, Inc., et al. , C.A. No. 6443-VCN (May 3, 2011) and Steamfitters Local #449 Retirement Security Fund v. Chang, et al. , C.A. No. 6457-VCN (May 6, 2011), which we refer to as the Delaware actions. Each of the Defendants has filed an Answer in the Israni and Steamfitters actions.

        The other five lawsuits were filed in the Second Judicial District Court of Ramsey County, Minnesota and are titled Iron Workers Mid-South Pension Fund v. Lawson Software, Inc., et al. , Case No. 62cv-11-3638 (April 27, 2011); Holden v. Lawson, et al. , Case No. 62cv11-3630 (April 27, 2011), Halliday v. Lawson Software, Inc., et al. , Case No. 62cv-11-3669 (April 27, 2011); Pollak v. Lawson Software, Inc., et al. , Case No. 62cv-11-3745 (April 28, 2011); and Grass v. Debes, et al. , Case No. 62cv-11-3770 (April 29, 2011), which we refer to collectively as the Minnesota actions.

        Collectively, the Minnesota actions and Delaware actions generally allege that the individual defendants breached their fiduciary duties in connection with the merger because the merger consideration is unfair, that certain other terms in the merger agreement are unfair, and that certain individual defendants are financially interested in the merger. The Minnesota actions and Delaware actions further allege that Golden Gate, Parent, Infor and Merger Sub aided and abetted these alleged breaches of fiduciary duty. Among other remedies, the lawsuits seek to enjoin the merger, or in the event that an injunction is not awarded, unspecified money damages, costs and attorneys fees. Lawson believes that each of the Minnesota actions and Delaware actions is without merit, and intends to vigorously defend against all claims asserted.

The Merger Agreement (Page 64)

Merger Consideration (Page 66):

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Common Stock.   At the effective time of the merger, each share of common stock issued and outstanding (except for the excluded shares) will automatically be cancelled and converted into the right to receive the per share merger consideration of $11.25 in cash, without interest, less any applicable withholding taxes.



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Options.   At the effective time of the merger, each outstanding and unexercised option to purchase shares of common stock, whether vested or unvested, issued under the Company's equity plans or otherwise, will be cancelled and will entitle the holder to receive an amount in cash equal to the product of the total number of shares of common stock subject to such option multiplied by the amount, if any, by which $11.25 exceeds the exercise price per share of such option, less any applicable withholding taxes.



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Restricted Stock Units.   At the effective time of the merger, each outstanding restricted stock unit, whether vested or unvested, will be automatically cancelled and converted into the right to

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receive an amount, in cash, equal to the merger consideration of $11.25, less any applicable withholding taxes. However, if the closing of the merger occurs after May 31, 2011, then any portion of a restricted stock unit the vesting of which relates to the Company's fiscal year 2011 performance will only vest and be converted into the right to receive the merger consideration of $11.25 if, and to the extent that, the performance targets under such restricted stock units for the Company's 2011 fiscal year were achieved, and any portion of such restricted stock units that do not so vest will be cancelled without the payment of any consideration.

Restrictions on Solicitations of Other Offers (Page 71)

        Until the effective time of the merger or, if earlier, the termination of the merger agreement, we are not permitted to solicit any inquiry or the making of any acquisition proposals or engage in any discussions or negotiations with any person relating to an acquisition proposal. Notwithstanding these restrictions, under certain circumstances, we may, prior to the time our stockholders adopt the merger agreement, respond to a written acquisition proposal or engage in discussions or negotiations with the person making such an acquisition proposal. At any time before the merger agreement is adopted by our stockholders, if the Board determines that an acquisition proposal is a superior proposal (for a description of what constitutes a superior proposal see "The Merger Agreement—Restrictions on Solicitation of Other Offers" beginning on page 71), we may terminate the merger agreement and enter into an alternative acquisition, merger or similar agreement, which we refer to as an alternative acquisition agreement, with respect to such superior proposal, so long as we comply with certain terms of the merger agreement, including paying a termination fee to Parent. See "The Merger Agreement—Termination Fees" beginning on page 80.

Merger Closing Conditions (Page 77)

        The respective obligations of the Company, Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver of certain customary conditions, including:

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the adoption of the merger agreement by our stockholders;



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receipt of required antitrust approvals;



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the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the merger agreement;



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holders of not more than 15% of the outstanding common stock (excluding common stock beneficially owned by Carl C. Icahn) exercising dissenters rights; and



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the absence of any event, change or occurrence, from the date of the merger agreement until the effective time of the merger, that has had or is reasonably likely to have a material adverse effect on the Company. For more information on what would constitute a material adverse effect on the Company, see "The Merger Agreement—Representations and Warranties" beginning on page 67.

Termination of the Merger Agreement (Page 78)

        The merger agreement may be terminated and the merger abandoned at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by our stockholders (except as indicated below):

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by the mutual written consent of Parent and the Company;



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by the Company or Parent, if the merger has not occurred by October, 18, 2011 (subject to up to two 30-day extensions if antitrust approval is the only condition not satisfied and the debt

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financing commitments are similarly extended), which we refer to as the end date, unless the other party has the right to terminate the merger agreement for the terminating party's breach;

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by the Company or Parent, if any governmental entity has enjoined the merger in a final and nonappealable order or if any law makes the merger illegal, unless the terminating party failed to comply with its obligations to use its reasonable best efforts to consummate the merger;



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by the Company or Parent, if (1) the Company's stockholders fail to approve the proposal to adopt the merger agreement at the special meeting, (2) the special meeting does not achieve a quorum and is not adjourned or (3) the merger agreement proposal is not submitted for approval at the special meeting;



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by the Company or Parent, if the other party has breached (and not cured within 30 days after the breaching party receives written notice of the breach) the merger agreement in such a way as to give rise to a failure of the conditions relating to the accuracy of such party's representations and warranties or such party's compliance with its covenants, unless the terminating party is also in breach of its own obligations;



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by the Company, if the conditions to Parent's and Merger Sub's obligation to complete the merger are satisfied and Parent and Merger Sub fail to consummate the merger on the date the closing of the merger should have occurred pursuant to the merger agreement and the Company stood ready and willing to consummate the merger;



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by the Company, prior to the stockholders adopting the merger agreement, if (1) the Board has authorized the Company to enter into an alternative acquisition agreement with respect to a superior proposal, (2) the Company has materially complied with its obligation not to solicit acquisition proposals, (3) the Company enters into an alternative acquisition agreement with respect to such superior proposal and (4) the Company pays the termination fee to Parent;



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by Parent, if (1) prior to the stockholders adopting the merger agreement, the Company notifies Parent that it intends to terminate the merger agreement to accept a superior proposal, (2) prior to the stockholders adopting the merger agreement, the Board has adversely changed its recommendation to stockholders to adopt the merger agreement or (3) the Company fails to hold the special meeting; or



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by Parent, if the Company enters into, or publicly announces its intention to enter into, an alternative acquisition agreement.

Termination Fees (Page 80) and Expense Reimbursement (Page 81)

        If the merger agreement is terminated in certain circumstances described under "The Merger Agreement—Termination Fees" beginning on page 80, the terminating party may be required to pay a termination fee or reverse termination fee, as the case may be.

        Parent would be entitled to receive a termination fee from the Company equal to $57.5 million if the merger agreement is terminated:

•

by the Company, if the Company has entered into an alternative acquisition agreement with respect to a superior proposal;



•

by Parent, if (1) prior to the stockholders adopting the merger agreement, the Company notifies Parent that the Company intends to terminate the merger agreement to accept a superior proposal, (2) prior to the stockholders adopting the merger agreement, the Board has adversely changed its recommendation to stockholders to adopt the merger agreement as a result of the Company having received a superior proposal or (3) the Company fails to hold the special meeting;

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•

by Parent, if the Company enters into, or publicly announces its intention to enter into, an alternative acquisition agreement; and



•

by the Company or Parent because the closing has not occurred by the end date or the Company's stockholders fail to adopt the merger agreement, or by Parent because the Company has breached the merger agreement and such breach is willful (other than with respect to the no solicitation provisions); at the time of such termination, any person has made an acquisition proposal (which is not withdrawn); and the Company consummates any acquisition proposal within 12 months of such termination.

        Parent would be entitled to receive a termination fee from the Company equal to $75 million if the merger agreement is terminated by Parent because the Board has adversely changed its recommendation to stockholders due to an intervening event (other than relating to an acquisition proposal). For a description of what constitutes an intervening event, see "The Merger Agreement—The Board's Recommendation; Adverse Recommendation Changes" beginning on page 72.

        If the Company's stockholders do not adopt the merger agreement and the Company is not obligated to pay the termination fee, the Company would be required to reimburse up to $5 million of Parent's out-of-pocket expenses. Any expense reimbursement would be credited against any termination fee subsequently owed to Parent.

        The Company would be entitled to receive from Parent a reverse termination fee equal to $115 million if the merger agreement is terminated by the Company because Parent and Merger Sub failed to consummate the merger when all of the conditions to the merger were satisfied or were capable of being satisfied. The reverse termination fee would be reduced to $57.5 million if the sole reason that the merger is not consummated is that the Company does not have $175 million of freely available cash at the time the merger would otherwise be consummated, which is a condition to the obligations of the Golden Gate Funds under the equity commitment letters.

Specific Performance (Page 81) and Limitations of Liability (Page 81)

        The maximum aggregate liability of Parent, Merger Sub, the Golden Gate Funds, any of their respective affiliates and the lenders is limited to the amount of the reverse termination fee plus their expenses incurred in connection with the merger agreement plus certain reimbursement and indemnification obligations of Parent and Merger Sub under the merger agreement. Except for the Company's right to specific performance as described below, recourse against the Golden Gate Funds pursuant to the limited guarantees is the sole and exclusive remedy of the Company and its affiliates against Parent, Merger Sub, the Golden Gate Funds, any of their respective affiliates and the lenders in respect of any liabilities or obligations arising under the merger agreement.

        The maximum aggregate liability of the Company is limited to the amount of the termination fee plus expenses incurred by us in connection with the merger agreement.

        Parent is entitled to equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms of the merger agreement in addition to any other remedy to which it is entitled. The Company is entitled to enforce specifically Parent's obligation to use its reasonable best efforts to consummate the merger and Parent's obligations to cause the equity financing to be consummated and use its reasonable best efforts to enforce the terms of the debt commitment letter. The Company will not be entitled to specific performance if it has previously received the reverse termination fee. Our right to seek specific performance of Parent's and Merger Sub's obligations to cause the equity financing for the merger to be funded is subject to the satisfaction of certain conditions, which are described more fully in the section entitled "The Merger Agreement—Specific Performance" beginning on page 81. Our right to seek specific performance of Parent's obligation to use its reasonable best efforts to enforce the terms of the debt commitment letter is subject to the satisfaction of certain

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conditions, which are described more fully in the section entitled "The Merger Agreement—Specific Performance" beginning on page 81.

Market Price of Common Stock (Page 84)

        The closing price of our common stock on the NASDAQ Global Select Market, which we refer to as NASDAQ, on March 7, 2011, the last trading day immediately prior to the publication of an article by Reuters News Agency, which we refer to as Reuters, reporting that the Company was exploring a sale transaction, was $9.88 per share. The closing price of the common stock on NASDAQ on April 25, 2011, the last trading day prior to our public announcement that we had entered into the merger agreement, was $12.13 per share. On [    •    ], 2011, the closing price of our common stock on NASDAQ was $[    •    ] per share.

Dissenters Rights (Page 89)

        Stockholders are entitled to dissenters rights under the General Corporation Law of the State of Delaware, which we refer to as the DGCL, in connection with the merger, if such stockholders meet all of the conditions set forth in Section 262 of the DGCL. This means that you are entitled to have the fair value of your shares of common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the merger agreement.

        To exercise your dissenters rights, you must submit a written demand for appraisal to the Company before the vote is taken on the merger agreement and you must not submit a proxy, or otherwise vote, in favor of the proposal to adopt the merger agreement. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your dissenters rights. See "Dissenters Rights" beginning on page 89 and the text of the Delaware dissenters rights statute reproduced in its entirety as Annex C to this proxy statement. If you hold your shares of common stock through a bank, brokerage firm or other nominee and you wish to exercise dissenters rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee. In view of the complexity of Section 262 of the DGCL, stockholders who may wish to pursue dissenters rights should consult their legal and financial advisors promptly.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

         The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the "Summary" and the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement, which you should read carefully and in their entirety.

Q.

What is the proposed transaction and what effects will it have on the Company?

A.

The proposed transaction is the acquisition of the Company by Parent pursuant to the merger agreement. If the proposal to adopt the merger agreement is approved by our stockholders and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into the Company. Upon completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation. As a result of the merger, the Company will become a wholly owned subsidiary of Parent and will no longer be a publicly held corporation, and you will no longer own any shares of capital stock of the surviving corporation or have any interest in our future earnings or growth.

Q.

What will I receive if the merger is completed?

A.

Upon completion of the merger, you will be entitled to receive the per share merger consideration of $11.25 in cash, without interest, less any applicable withholding taxes, for each share of common stock that you own, unless you have properly exercised your dissenters rights under the DGCL with respect to such shares. For example, if you own 100 shares of common stock, you will receive $1,125.00 in cash in exchange for your shares of common stock, less any applicable withholding taxes.

Q.

When do you expect the merger to be completed?

A.

We are working towards completing the merger as soon as possible. If the proposal to adopt the merger agreement is approved at the special meeting then, assuming timely satisfaction of the other necessary closing conditions and the completion of the marketing period (see "The Merger Agreement—Merger Closing Conditions" and "The Merger Agreement—Marketing Period"), we anticipate that the merger will be completed in the third calendar quarter of 2011.

Q.

What happens if the merger is not completed?

A.

If the merger agreement is not adopted by the stockholders of the Company or if the merger is not completed for any other reason, the stockholders of the Company will not receive any payment for their shares of common stock. Instead, the Company will remain an independent public company, and the common stock will continue to be listed and traded on NASDAQ. Under specified circumstances, the Company may be required to reimburse Parent's expenses or pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent upon the termination of the merger agreement, as described under "The Merger Agreement—Termination Fees."

Q.

Is the merger expected to be taxable to me?

A.

Yes. The exchange of shares of common stock for cash in the merger will generally be a taxable transaction to U.S. holders for U.S. federal income tax purposes. In general, a U.S. holder whose shares of common stock are converted into the right to receive cash in the merger will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction

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of any applicable withholding taxes) and such holder's adjusted tax basis in such shares. Backup withholding may also apply to the cash payments made pursuant to the merger unless the U.S. holder or other payee provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules.

Payments made to a non-U.S. holder with respect to shares of common stock exchanged for cash pursuant to the merger will generally be exempt from U.S. federal income tax. A non-U.S. holder may, however, be subject to backup withholding with respect to the cash payments made pursuant to the merger, unless the holder certifies that it is not a U.S. person or otherwise establishes a valid exemption from backup withholding tax.

You should read "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" for definitions of "U.S. holder" and "non-U.S. holder," and for a more detailed discussion of the U.S. federal income tax consequences of the merger. You should also consult your tax advisor with respect to the specific tax consequences to you in connection with the merger in light of your own particular circumstances, including federal estate, gift and other non-income tax consequences, and tax consequences under state, local or foreign tax laws.

Q:

Do any of the Company's directors or officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?

A:

Yes. In considering the recommendation of the Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. The Board was aware of and considered these interests, among other matters, in approving the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. For a description of the interests of our directors and executive officers in the merger, see "The Merger—Interests of Certain Persons in the Merger."

Q.

Why am I receiving this proxy statement and proxy card?

A.

You are receiving this proxy statement and proxy card because you own shares of common stock. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of common stock with respect to such matters.

Q.

When and where is the special meeting?

A.

The special meeting of stockholders of the Company will be held at [    •    ] on [    •    ], 2011, at [    •    ], local time.

Q.

Who may attend the special meeting?

A.

All stockholders of record at the close of business on [    •    ], 2011, which we refer to as the record date, or their duly appointed proxies, and our invited guests may attend the special meeting. Seating is limited and admission is on a first-come, first-served basis. Please be prepared to present valid photo identification for admission to the special meeting.

If you hold shares of common stock in "street name" (that is, in a brokerage account or through a bank or other nominee) and you would like to attend the special meeting, you will need to bring a valid photo identification and proof of ownership, such as a brokerage statement as of a recent date, a copy of your voting instruction form or a "legal" proxy from your broker, bank or other nominee. If you wish to vote in person at the special meeting, you must obtain a "legal" proxy from your broker, bank or other nominee.

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Stockholders of record will be verified against an official list available in the registration area at the special meeting. We reserve the right to deny admittance to anyone who cannot adequately show proof of share ownership.

Q.

How many votes must be present to hold the special meeting?

A.

A majority of the outstanding shares of common stock entitled to vote at the special meeting, represented in person or by proxy at the special meeting, will constitute a quorum. Shares of common stock represented in person or by proxy, including abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present.

Q.

Who may vote?

A.

You may vote if you owned common stock as of the close of business on the record date. Each share of common stock is entitled to one vote. As of the record date, there were [    •    ] shares of common stock outstanding and entitled to vote at the special meeting.

Q.

What am I being asked to vote on?

A.

You are being asked to vote on the following:

•

The approval of a proposal to adopt the merger agreement, which provides for the acquisition of the Company by Parent;

•

The approval of a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement; and

•

The approval by non-binding, advisory vote, of certain compensation arrangements for our named executive officers in connection with the merger.

Q.

What are the voting recommendations of the Board?

A.

The Board recommends that you vote your shares of common stock "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting and "FOR" the non-binding proposal regarding certain merger-related executive compensation arrangements.

Q.

How do I vote?

A.

If you are a stockholder of record (that is, if your shares of common stock are registered in your name with The Bank of New York Mellon, our transfer agent), there are four ways to vote:

•

By attending the special meeting and voting in person by ballot;

•

By visiting the Internet at [    •    ];

•

By calling toll-free (within the U.S. or Canada) [    •    ]; or

•

By completing, dating, signing and returning the enclosed proxy card in the accompanying prepaid reply envelope.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Even if you plan to attend the special meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a "legal" proxy to

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vote shares which you beneficially own, you may still vote your shares of common stock in person at the special meeting even if you have previously voted by proxy. If you are present at the special meeting and vote in person, your previous vote by proxy will not be counted.

Q.

What if I hold my shares of common stock in "street name"?

A.

You should follow the voting directions provided by your bank, brokerage firm or other nominee. You may complete and mail a voting instruction form to your bank, brokerage firm or other nominee or, in most cases, submit voting instructions by telephone or over the Internet to your bank, brokerage firm or other nominee. If you provide specific voting instructions by mail, telephone or the Internet, your bank, brokerage firm or other nominee will vote your shares of common stock as you have directed. Please note that if you wish to vote in person at the special meeting, you must obtain a "legal" proxy from your bank, brokerage firm or other nominee.

Q.

Can I change my mind after I vote?

A.

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

•

submitting a new proxy by telephone or over the Internet after the date of the earlier submitted proxy;

•

signing another proxy card with a later date and returning it to us prior to the special meeting; or

•

attending the special meeting and voting in person.

If you hold your shares of common stock in "street name," you should contact your bank, brokerage firm or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a "legal" proxy from your bank, brokerage firm or other nominee.

Q.

Who will count the votes?

A.

A representative of [    •    ] will serve as the independent inspector of elections and will count the votes.

Q.

What does it mean if I receive more than one proxy card?

A.

It means that you have multiple accounts with brokers or our transfer agent. Please vote all of these shares. We encourage you to register all of your shares of common stock in the same name and address. You may do this by contacting your broker or our transfer agent. Our transfer agent may be reached at (888) 213-0972 or at the following address:

BNY Mellon
480 Washington Boulevard
Jersey City, NJ 07310-1900

Q.

Will my shares of common stock be voted if I do not provide my proxy?

A.

If you are the stockholder of record and you do not vote or provide a proxy, your shares of common stock will not be voted.

If your shares of common stock are held in "street name," they may not be voted if you do not provide the bank, brokerage firm or other nominee with voting instructions. Currently, banks, brokerage firms or other nominees have the authority to vote shares of common stock for which

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their customers do not provide voting instructions on certain "routine" matters. However, banks, brokerage firms or other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the proposal to adopt the merger agreement, the proposal to approve the adjournment of the special meeting, and the non-binding proposal regarding certain merger-related executive compensation arrangements, and, as a result, absent specific instructions from the beneficial owner of such shares of common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of common stock on any of the proposals to be voted on at the special meeting.

Q.

What vote is required to approve the proposal to adopt the merger agreement?

A.

The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock. If you fail to grant a proxy or vote in person at the special meeting, abstain from voting, or do not provide your bank, brokerage firm or other nominee with voting instructions, this will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. Pursuant to voting agreements between Parent, Merger Sub and each of Mr. Lawson, Dr. Wadhwani and Mr. Debes, such individuals have agreed to vote, subject to certain exceptions, all of their common stock in favor of the proposal to adopt the merger agreement. As of the date of this proxy statement, Mr. Lawson, Dr. Wadhwani and Mr. Debes collectively own approximately 9% of the outstanding common stock. For more information, see "The Merger—Voting Agreements."

Q.

What vote is required to approve the proposal to adjourn the special meeting?

A.

Approval of the proposal to adjourn the special meeting requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the matter at the special meeting. Abstaining from voting will have the same effect as a vote "AGAINST" the proposal to adjourn the special meeting. If you fail to submit a proxy or to vote in person at the special meeting or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of common stock will not be voted, but this will not have any effect on the proposal to adjourn the special meeting.

Q.

What vote is required to approve the non-binding proposal regarding certain merger-related executive compensation arrangements?

A.

Approval of the non-binding proposal regarding certain merger-related executive compensation arrangements requires the affirmative vote of holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the matter at the special meeting. Abstaining will have the same effect as a vote "AGAINST" the non-binding proposal regarding certain merger-related executive compensation arrangements. If you fail to submit a proxy or to vote in person at the special meeting or if your shares of common stock are held through a bank, brokerage firm or other nominee and you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of common stock will not be voted, but this will not have any effect on the non-binding proposal regarding certain merger-related executive compensation arrangements. Stockholders should note that the non-binding proposal regarding certain merger-related executive compensation arrangements is merely an advisory vote which will not be binding on Lawson, the Board or Parent. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the non-binding, advisory vote, if the merger is consummated, our named executive officers will be eligible to receive the various change in control payments and benefits in accordance with the terms and conditions applicable to those arrangements.

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Q.

Should I send in my stock certificates now?

A.

No. You will be sent a letter of transmittal promptly after the completion of the merger, describing how you may surrender your shares of common stock in exchange for the per share merger consideration. If your shares of common stock are held in "street name" by your bank, brokerage firm or other nominee, you may receive instructions from your bank, brokerage firm or other nominee as to what action, if any, is necessary to effect the surrender of your shares of common stock in exchange for the per share merger consideration. Please do NOT return your stock certificate(s) with your proxy.

Q.

Am I entitled to exercise dissenters rights under the DGCL instead of receiving the per share merger consideration for my shares of common stock?

A.

Yes. As a holder of common stock, you are entitled to exercise dissenters rights under the DGCL in connection with the merger if you take certain actions and meet certain conditions. For more information, see "Dissenters Rights" and Annex C .

Q.

Who can help answer my other questions?

A.

If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of common stock, or need additional copies of the proxy statement or the enclosed proxy card, please call our proxy solicitor, MacKenzie Partners, Inc., which we refer to as MacKenzie Partners, toll-free at (800) 322-2885.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        This proxy statement 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 pending merger 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 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; and other risk factors listed in Lawson's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K filed with the Securities and Exchange Commission. Lawson assumes no obligation to update any forward-looking information contained in this proxy statement.

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PARTIES TO THE MERGER

The Company

Lawson Software, Inc.
380 St. Peter Street
St. Paul, Minnesota 55102
(650) 767-7000

        The Company was founded and incorporated in 1975, reincorporated in Delaware in February 2001 and underwent a reorganization in connection with our acquisition of Intentia International AB in 2006. Lawson is a global provider of enterprise software with corporate headquarters located in Saint Paul, Minnesota. Lawson provides business application software, maintenance and consulting to customers conducting business primarily in services, trade and manufacturing/distribution. We specialize in and target specific industries through our two reportable segments: S3 Industries segment which targets customers in the healthcare, public sector and services industries as well as the horizontal market for our human capital management product line and M3 Industries segment which targets customers in the equipment service management & rental, consumer products and manufacturing & distribution industries.

Parent

GGC Software Holdings, Inc.
c/o Golden Gate Capital
One Embarcadero Center, 39th Floor
San Francisco, California 94111
(415) 983-2700

        Parent is a Delaware corporation and a holding company that owns SoftBrands. Parent was formed as Steel Holdings, Inc. in 2009 in connection with the acquisition of SoftBrands by investment funds managed by Golden Gate, and its name was changed to GGC Software Holdings, Inc. on April 25, 2011. SoftBrands is a provider of enterprise software and related professional services to approximately 5,000 customers in more than 100 countries. Parent has established a worldwide infrastructure for distribution, development and support of enterprise software. Parent operates in two principal business segments: manufacturing software and hospitality software. Upon completion of the merger, Lawson will be a direct wholly owned subsidiary of Parent. Other investment funds managed by Golden Gate control Infor.

Merger Sub

Atlantis Merger Sub, Inc.
c/o Golden Gate Capital
One Embarcadero Center, 39 ^th  Floor
San Francisco, California 94111
(415) 983-2700

        Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent that was formed by Parent solely for the purpose of facilitating the acquisition of the Company. To date, Merger Sub has not carried on any activities other than those related to its formation, completing the transactions contemplated by the merger agreement and arranging the related financing. Upon completion of the merger, Merger Sub will cease to exist.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

        The special meeting will be held at [    •    ] on [    •    ], 2011 at [    •    ], local time. We refer to the special meeting and any adjournments or postponements thereof as the special meeting. At the special meeting, holders of common stock will be asked to approve the proposal to adopt the merger agreement, to approve the proposal to adjourn the special meeting and to approve the non-binding proposal regarding certain merger-related executive compensation arrangements.

Record Date and Quorum

        We have fixed the close of business on [    •    ], 2011 as the record date for the special meeting, and only holders of record of common stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of common stock at the close of business on the record date. On the record date, there were [    •    ] shares of common stock outstanding and entitled to vote. Each share of common stock entitles its holder to one vote on all matters properly coming before the special meeting.

        A majority of the shares of common stock outstanding at the close of business on the record date and entitled to vote, present in person or represented by proxy, at the special meeting constitutes a quorum for the purposes of the special meeting. Shares of common stock represented at the special meeting but not voted, including shares of common stock for which a stockholder directs an "abstention" from voting, as well as broker non-votes, if any, will be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the special meeting. Once a share of common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed.

Attendance

        Only stockholders of record or their duly authorized proxies have the right to attend the special meeting. To gain admittance, you must present a valid photo identification, such as a driver's license or passport. If you hold shares of common stock in "street name" (that is, in a brokerage account or through a bank or other nominee) and you would like to attend the special meeting, you will need to bring a valid photo identification and proof of ownership, such as a brokerage statement as of a recent date, a copy of your voting instruction form or a "legal" proxy from your broker, bank or other nominee. If you wish to vote in person at the special meeting, you must obtain a "legal" proxy from your broker, bank or other nominee. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

Vote Required

        Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock. Pursuant to voting agreements between Parent, Merger Sub and each of Mr. Lawson, Dr. Wadhwani and Mr. Debes, such individuals have agreed to vote, subject to certain exceptions, all of their shares of common stock in favor of the proposal to adopt the merger agreement. As of the date of this proxy statement, Mr. Lawson, Dr. Wadhwani and Mr. Debes collectively own approximately 9% of the outstanding common stock.

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        For the proposal to adopt the merger agreement, you may vote "FOR," "AGAINST" or "ABSTAIN" . Abstentions will not be counted as votes cast in favor of the proposal to adopt the merger agreement but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, it will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee how to vote your shares will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        Approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the matter at the special meeting. For the proposal to adjourn the special meeting, you may vote "FOR," "AGAINST" or "ABSTAIN" . For purposes of this proposal, if your shares of common stock are present at the special meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted "AGAINST" the proposal. If you fail to submit a proxy or to vote in person at the special meeting, or if there are broker non-votes, your shares of common stock not voted will not be counted in respect of, and will not have any effect on, the proposal to adjourn the special meeting.

        Approval of the non-binding, advisory vote regarding certain merger-related executive compensation arrangements requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the matter at the special meeting. For the non-binding proposal regarding certain merger-related executive compensation arrangements, you may vote "FOR," "AGAINST" or "ABSTAIN" . For purposes of this proposal, if your shares of common stock are present at the special meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted "AGAINST" the proposal. If you fail to submit a proxy or vote in person at the special meeting, or if there are broker non-votes, your shares of common stock not voted will not be counted in respect of, and will not have any effect on, the non-binding proposal regarding certain merger-related executive compensation arrangements.

        If your shares of common stock are registered directly in your name with our transfer agent, The Bank of New York Mellon, you are considered, with respect to those shares of common stock, the "stockholder of record." This proxy statement and proxy card have been sent directly to you by the Company.

        If your shares of common stock are held through a bank, brokerage firm or other nominee, you are considered the "beneficial owner" of shares of common stock held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

        If you are a stockholder of record, there are four ways to vote:

•

By completing, dating, signing and returning the enclosed proxy card in the accompanying prepaid reply envelope;



•

By visiting the Internet at [    •    ];



•

By calling toll-free (within the U.S. or Canada) [    •    ]; or



•

By attending the special meeting and voting in person by ballot.

        If you are a beneficial owner of common stock held in "street name", you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of

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common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted.

        Banks, brokerage firms or other nominees who hold shares in street name for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms or other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the proposal to adopt the merger agreement, the proposal to approve the adjournment of the special meeting, and the non-binding proposal regarding certain merger-related executive compensation arrangements, and, as a result, absent specific instructions from the beneficial owner of such shares of common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of common stock on any of the proposals to be voted on at the special meeting. Broker non-votes, if any, will be counted for purposes of determining a quorum, but will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        Please note that if you are a beneficial owner of common stock and wish to vote in person at the special meeting, you must obtain a "legal" proxy from your bank, brokerage firm or other nominee.

        Please refer to the instructions on your proxy card to determine the deadlines for voting over the Internet or by telephone. If you choose to vote by mailing a proxy card, your proxy card must be received by our General Counsel and Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. When the merger is completed, a separate letter of transmittal will be mailed to stockholders of record that will enable you to receive the per share merger consideration in exchange for your stock certificates.

        If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of common stock in the way that you indicate.

        If you properly sign your proxy card but do not mark the boxes showing how your shares of common stock should be voted on a matter, the shares of common stock represented by your properly signed proxy will be voted "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting and "FOR" the non-binding proposal regarding certain merger-related executive compensation arrangements.

         IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR OVER THE INTERNET.

        As of [    •    ], 2011, the record date, the directors and executive officers of the Company (including Mr. Lawson, Dr. Wadhwani and Mr. Debes) beneficially owned and were entitled to vote, in the aggregate, [    •    ] shares of common stock (excluding any shares of common stock deliverable upon exercise or conversion of any options and restricted stock units), representing approximately [    •    ]% of the outstanding shares of common stock on the record date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of common stock "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting and "FOR" the non-binding proposal regarding certain merger-related executive compensation arrangements.

Proxies and Revocation

        Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying prepaid reply envelope,

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or may vote in person at the special meeting. If your shares of common stock are held in "street name" by your bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee how to vote your shares of common stock using the instructions provided by your bank, brokerage firm or other nominee.

        If you are a stockholder of record, you have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is voted at the special meeting by:

•

submitting a new proxy by telephone or over the Internet after the date of the earlier voted proxy;



•

signing another proxy card with a later date and returning it to us prior to the special meeting; or



•

attending the special meeting and voting in person.

        If you hold your shares of common stock in "street name," you should contact your bank, brokerage firm or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a "legal" proxy from your bank, brokerage firm or other nominee.

Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or if a quorum is not present at the special meeting. Other than an announcement to be made at the special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. We may also postpone the special meeting under certain circumstances. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company's stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

Payment of Solicitation Expenses

        The expenses of preparing, printing and mailing this proxy statement and the proxies solicited hereby will be borne by the Company. The Company may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of common stock for their expenses in forwarding soliciting materials to beneficial owners of common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by email, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

        The Company has engaged MacKenzie Partners to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay MacKenzie Partners a fee of approximately $[    •    ]. The Company will reimburse MacKenzie Partners for reasonable out-of-pocket expenses and will indemnify MacKenzie Partners and its affiliates against certain claims, liabilities, losses, damages and expenses.

Questions and Additional Information

        If you have questions about the merger, the special meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card, please call MacKenzie Partners toll-free at (800) 322-2885.

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THE MERGER (PROPOSAL 1)

         This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A . You should read the entire merger agreement carefully as it is the legal document that governs the merger.

The Merger

        The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company will cease to be a publicly traded company. You will not own any shares of the capital stock of the surviving corporation.

Merger Consideration

        In the merger, each outstanding share of common stock (except for the excluded shares) will be automatically cancelled and converted into the right to receive the per share merger consideration of $11.25 in cash, less any applicable withholding taxes.

Background of the Merger

        On May 24, 2010, Carl C. Icahn and certain of his affiliates, who we refer to as the Icahn Group. filed a Schedule 13D with the Securities and Exchange Commission, which we refer to as the SEC, disclosing that the Icahn Group beneficially owned approximately 8.54% of the outstanding common stock and stating that the Icahn Group "intend[ed] to seek to have conversations with management of the [Company] to discuss the business and operations of the [Company] and the maximization of shareholder value." Between May 24, 2010 and January 25, 2011, the Icahn Group acquired additional shares of common stock. As of April 26, 2011, the Icahn Group publicly reported that it beneficially owned approximately 10.9% of the outstanding common stock.

        Following the initial Schedule 13D filing by the Icahn Group, the Company retained Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to as Skadden, as outside counsel and Barclays Capital as financial advisor.

        From time to time prior to June 2010, Infor expressed interest in a possible business combination transaction with the Company.

        On June 4, 2010, Jim Schaper, then the Chairman and Chief Executive Officer of Infor, sent a letter to Harry Debes, the Chief Executive Officer and President of the Company, indicating that Infor and Golden Gate would be interested in participating in any process to sell the Company but that Infor did not want to initiate such a process. That letter indicated that, based on publicly available information, Infor and Golden Gate were prepared to offer at least $9.25 to $10.25 per share for all of the issued and outstanding shares of common stock.

        On June 11, 2010, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital, to discuss Infor's indication of interest. Following the meeting of the Board, Mr. Debes contacted Mr. Schaper to clarify whether Infor's letter was intended as an offer to acquire the Company. Subsequently, Mr. Schaper informed Mr. Debes that Infor was pursuing another alternative and did not intend to pursue an acquisition of the Company at such time.

        On January 4, 2011, Charles Phillips, the current Chief Executive Officer of Infor, contacted Mr. Debes and requested a meeting with key executives of the Company to discuss the Company's business.

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        On January 6, 2011, Mr. Debes informed certain members of the Board of Infor's request for a meeting with the Company.

        On January 11, 2011, Infor and the Company entered into a mutual non-disclosure agreement. Later that day, representatives of the Company, including Mr. Debes and Stefan Schulz, the Company's Chief Financial Officer, met with representatives of Infor, including Mr. Phillips and Kevin Samuelson, Infor's Senior Vice President of Mergers & Acquisitions, in New York at which meeting the representatives of the Company provided a high-level overview of the Company's business plan, forecasts and strategy.

        On January 13, 2011, at the Board's regular quarterly meeting, which was also attended by members of Company management, Mr. Debes updated the members of the Board on the January 11, 2011 meeting with representatives of Infor.

        On January 21, 2011, Mr. Phillips contacted Mr. Debes and indicated that Infor and Golden Gate would be interested in making an offer to acquire the Company for a price between $10.25 and $10.50 per share. Mr. Debes replied that the Board would consider any proposal from Infor and Golden Gate, but Mr. Debes did not believe that the proposed price was adequate.

        On January 28, 2011, Mr. Phillips telephoned Mr. Debes to inform him that he would be delivering a written proposal to the Company. Shortly thereafter, Mr. Phillips sent Mr. Debes a written proposal by Infor and Golden Gate to acquire all of the issued and outstanding shares of common stock at a purchase price of $11.00 per share in cash. The proposal contemplated that the acquisition of the Company would be completed using a newly-created company that would be an affiliate of Infor and Golden Gate and that the acquisition would be financed with $450 million in equity contributions from one or more funds affiliated with Golden Gate, $1.361 billion in debt financing and $417 million of the Company's cash. Attached to the proposal were "highly confident" letters from two financial institutions relating to the debt financing contemplated by the proposal. The proposal also contained a 30-day exclusivity provision. Also on January 28, 2011, a representative of one of the financial institutions that provided "highly confident" letters relating to the debt financing for the proposed transaction contacted Mr. Schulz and discussed the financing for the proposed transaction.

        On January 31, 2011, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital, and discussed Infor's and Golden Gate's proposal. Representatives of Skadden discussed the Board's fiduciary duties and the Board discussed the process and timetable for evaluating and responding to the proposal. Following the meeting of the Board, Mr. Debes sent Mr. Phillips a letter indicating that the Board was reviewing the terms of Infor's and Golden Gate's proposal and that the Company expected to be able to provide a response within two weeks. Also on January 31, 2011, Mr. Schulz contacted Mr. Samuelson to inform him that Infor's and Golden Gate's proposal did not accurately reflect the Company's forecasted year-end cash position as previously disclosed to representatives of Infor on January 11, 2011.

        On February 2, 2011, Mr. Debes contacted Mr. Phillips and informed him that the Board would be meeting on February 6, 2011, and that Mr. Debes would contact Mr. Phillips after the meeting. Mr. Debes also reminded Mr. Phillips that Infor's and Golden Gate's proposal did not accurately reflect the Company's forecasted year-end cash. Mr. Phillips stated that the discrepancy in the amount of the Company's cash did not affect the other terms of the proposal.

        On February 4, 2011, Mr. Debes contacted Mr. Phillips to discuss a potential timeline for a transaction and the implications the timing of the transaction would have with respect to the Company's projected cash balance at closing. Mr. Phillips indicated that the fluctuations in the Company's projected cash balance did not affect Infor's and Golden Gate's proposal.

        On February 6, 2011, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital, to consider Infor's and Golden

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Gate's proposal. At that meeting, the Board formally authorized the Company to retain Barclays Capital as the Company's financial advisor in connection with the proposal. At that meeting, representatives from Barclays Capital reviewed financial data and analyses with the Board and discussed the feasibility of the debt financing for the proposal in the current leveraged financing market. Representatives of Barclays Capital also reviewed the trading history of the common stock following May 21, 2010, the trading day prior to the date on which the Icahn Group filed a Schedule 13D disclosing that it had accumulated a stake in the common stock, noting that, since such date, the common stock had begun to trade at increased multiples compared to comparable companies. Representatives of Skadden then reviewed the director's fiduciary duties in light of the proposal. Following discussion, the Board determined that, while it would be willing to consider a potential transaction with Infor and Golden Gate at an appropriate valuation and upon other acceptable terms and conditions, the proposal by Infor and Golden Gate did not fully reflect the value of the Company, its business and prospects. The Board also considered the advisability of contacting other potential acquirors, including industry participants and other financial sponsors, to ascertain their interest in pursuing a transaction with the Company, but determined not to actively solicit any other potential acquirors unless and until the Company received a proposal from Infor and Golden Gate that the Board would be interested in pursuing. The Board also authorized management to provide additional information to Infor and Golden Gate in an attempt to demonstrate that the intrinsic value of the Company was greater than the value indicated in the proposal.

        On February 7, 2011, Mr. Debes sent Mr. Phillips a letter stating that the Board had determined that Infor's and Golden Gate's proposed price of $11.00 per share did not adequately reflect the value of the Company and offering to have representatives of the Company meet with representatives of Infor and Golden Gate and share additional information about the Company to demonstrate the Company's inherent value.

        On February 10, 2011, representatives of the Company, including Mr. Debes and Mr. Schulz, and representatives of Barclays Capital met with representatives of Infor, including Mr. Phillips and Mr. Samuelson, and representatives of Golden Gate in New York. During such meeting, the representatives of the Company provided additional information about the Company, its business and its strategic plan.

        On February 15, 2011, Mr. Phillips contacted Mr. Debes and indicated that Infor and Golden Gate were prepared to submit a revised proposal to acquire the Company at a price of $11.10 per share. Mr. Debes informed Mr. Phillips that, while he would bring such a proposal to the Board, he believed that the value of the Company warranted a higher price. Later that day, Mr. Phillips contacted Mr. Debes again and indicated that Infor and Golden Gate would submit a further revised offer at a price of $11.25 per share, which Mr. Phillips indicated was the highest price that Infor and Golden Gate would be willing to pay.

        On February 16, 2011, Mr. Phillips sent Mr. Debes a revised written proposal by Infor and Golden Gate providing for an affiliate of Infor and Golden Gate to acquire all of the issued and outstanding shares of common stock at a price of $11.25 per share in cash. The terms of the revised proposal, including the proposed structure of the transaction, were otherwise substantially similar to Infor's and Golden Gate's January 28, 2011 proposal, including a 30-day exclusivity provision, but the revised proposal did not include an updated summary of the sources and uses of funds in connection with the transaction.

        On February 17, 2011, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital, to consider Infor's and Golden Gate's revised proposal. At this meeting, representatives of Barclays Capital summarized an updated financial analysis with respect to Infor's and Golden Gate's revised proposal. They also provided an overview of strategic and financial parties that, based on their involvement, or the involvement of their

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portfolio companies, in the business software industry and their size, or the size of their investment funds, might potentially be interested in pursuing an acquisition of the Company. Representatives of Skadden provided advice to the Board regarding the directors' fiduciary duties in evaluating and responding to Infor's and Golden Gate's proposal. The Board considered the risks of executing the Company's strategic plan, including risks relating to identifying, acquiring and integrating acquisition targets in the future. After deliberation, the Board determined that the $11.25 per share price proposed by Infor and Golden Gate represented an attractive enough valuation to continue discussions and authorized the Company's management and advisors to enter into negotiations with Infor and Golden Gate but not to agree to the request for exclusivity. The Board then discussed means for ensuring that, should the Company enter into a transaction based on the proposal by Infor and Golden Gate, the stockholders of the Company would receive the best price reasonably attainable. After considering the risks to the Company that could result from public disclosure that the Company was considering a potential sale transaction, the Board instructed Barclays Capital to contact, on a confidential basis, five specified industry participants and two specified private equity firms to determine their potential interest in acquiring the Company.

        On February 17, 2011, after the meeting of the Board, Mr. Debes contacted Mr. Phillips to inform him that the Board had authorized discussions between the parties.

        On February 18, 2011, Mr. Debes sent Mr. Phillips a letter indicating that the Board had authorized the Company's management to enter into negotiations and permit Infor and Golden Gate to conduct due diligence. The letter stated that that the Board's determination was premised on any transaction being on typical terms and conditions and that any transaction, including the final price and contractual terms, remained subject to approval by the Board.

        On February 18 and 19, 2011, Mr. Debes, Mr. Phillips, other representatives of the Company and Infor, and representatives of Barclays Capital, Golden Gate and Evercore Partners, Infor's and Golden Gate's financial advisor, engaged in preliminary due diligence discussions.

        On February 22, 2011, representatives of Barclays Capital, on behalf of the Company, contacted five of the strategic parties previously identified to the Board and a member of the Board separately contacted the CEO of one of the five strategic parties in order to determine their potential interest in pursuing a transaction with the Company. Four of these five parties did not express an interest in a transaction with the Company. The fifth, Party A, initially indicated that it would consider whether it would have an interest in a transaction with the Company.

        On February 23, 2011, representatives of the Company and Barclays Capital met with representatives of Infor and Golden Gate in Minneapolis. On February 24, 2011, representatives of the Company, Infor and Golden Gate met in New York. At these meetings, representatives of the Company gave presentations regarding various aspects of the Company's business.

        On February 24, 2011, representatives of Barclays Capital, on behalf of the Company, contacted representatives of Golden Gate and Infor to discuss the financial terms, conditions and structure of Infor's and Golden Gate's proposed financing.

        On February 24, 2011, Mr. Debes and Mr. Phillips discussed the progress that had been made during the diligence meetings and Infor's and Golden Gate's proposed financing for the transaction.

        During the weeks of February 28, 2011 and March 7, 2011, representatives of the Company, Infor and Golden Gate, together with their respective financial advisors, held additional diligence meetings and discussions.

        On March 2, 2011, representatives of Barclays Capital, on behalf of the Company, contacted two private equity firms regarding their potential interest in acquiring the Company. These two firms were selected because the size of their funds would enable them to finance an acquisition of the Company

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and because their portfolio holdings included companies that might provide synergies and, therefore, might enable such firms to achieve a higher valuation for the Company than other private equity firms. One of these two private equity firms indicated that it was not interested in pursuing an acquisition of the Company. The other private equity firm, Party B, initially indicated that it would consider whether it would have an interest in a transaction with the Company.

        On March 7, 2011, representatives of Infor and the Company discussed the diligence process and Mr. Samuelson informed Mr. Schulz that Kirkland & Ellis LLP, which we refer to as Kirkland, Infor's and Golden Gate's outside counsel, would be providing Skadden with a draft merger agreement by the end of the week.

        On March 8, 2011, during trading hours, Reuters published an article that was neither authorized nor contributed to by the Company or any authorized representative of the Company reporting that the Board had engaged Barclays Capital to explore a possible sale of the Company. That day, the closing price of the common stock on NASDAQ was $11.19 per share, an increase of approximately 13.3% over the previous day's closing price. The following day, the common stock closed at a price of $11.45 per share, above Infor's and Golden Gate's proposed price of $11.25 per share. The common stock continued to trade at prices above $11.25 per share until April 26, 2011, the day the transaction was publicly announced.

        On March 8, 2011, following publication of the Reuters article, Mr. Phillips informed Mr. Debes that Infor and Golden Gate would not increase their proposed price above $11.25 per share of common stock. Mr. Debes and Mr. Phillips also discussed the possibility of issuing a press release confirming that the Company was in discussions with Infor and Golden Gate.

        On March 8, 2011, the Company and Party A, a strategic party that had been contacted by Barclays Capital on behalf of the Company regarding its potential interest in entering into a business combination with the Company, entered into an amendment to a previously-existing confidentiality agreement in order to facilitate discussions that might lead to an expression of interest in a transaction.

        Between March 8, 2011, and March 10, 2011, four additional financial parties and one additional strategic party contacted Barclays Capital or the Company to express their possible interest in exploring a business combination transaction with the Company. Each of the financial parties subsequently determined that they were not interested in pursuing a transaction with the Company.

        On March 9, 2011, the Company and Infor entered into a joint defense agreement to facilitate due diligence of certain existing litigation matters involving the Company.

        On March 10, 2011, Mr. Schulz and representatives of Barclays Capital held a due diligence conference call with Party B, a financial party that Barclays Capital had previously contacted regarding its potential interest in acquiring the Company, in anticipation of a March 14, 2011 meeting between representatives of the Company and Party B.

        On March 11, 2011, Mr. Debes and Mr. Schulz met with representatives of Party A to discuss Party A's potential interest in acquiring the Company. The representatives of Party A requested a subsequent call with representatives of the Company regarding certain information technology matters in order to determine whether Party A would have any interest in acquiring the Company.

        On March 11, 2011, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital, and discussed the impact on the Company and its stock price of the Reuters article and subsequent reports regarding the possibility that the Company was considering a sale transaction. The Board determined that the Company should issue a press release confirming that the Company had received an unsolicited proposal from Infor and Golden Gate to acquire the Company for $11.25 per share in cash, and that it had retained Barclays Capital as its financial advisor to assist the Board in connection with evaluating Infor's and Golden

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Gate's proposal, as well as other alternatives. On March 11, 2011 the Company issued a press release to this effect.

        On March 12, 2011, subsequent to the Company issuing the March 11, 2011 press release, Party B indicated that it would not be interested in a transaction at or above the $11.25 per share price indicated in the press release and cancelled the meeting that was planned for March 14, 2011.

        On March 13, 2011, representatives of Barclays Capital, at the direction of the Company, delivered a form of confidentiality agreement to Party C, a strategic party that had contacted Barclays Capital following publication of the Reuters article and expressed interest in a possible business combination transaction with the Company.

        On March 14, 2011, Kirkland delivered to Skadden an initial draft merger agreement. The draft merger agreement indicated that Infor and Golden Gate would be requesting voting agreements from certain directors.

        On March 14, 2011, representatives of the Company held discussions with representatives of Party A regarding certain information technology matters.

        On March 14, 2011, Mr. Debes and Mr. Schulz conducted a due diligence session in New York with certain of Infor's and Golden Gate's potential financing sources. Following this meeting, Mr. Debes and Mr. Schulz met with representatives of the Icahn Group in New York. The Icahn Group representatives indicated that the Icahn Group would support a process to sell the Company. Later that same day, the Icahn Group filed an amendment to its Schedule 13D to that effect.

        Also on March 15, 2011, Party C submitted to Barclays Capital comments to the form of confidentiality agreement previously provided to it. Barclays Capital responded to Party C and requested a call to discuss the terms of the confidentiality agreement but Party C did not respond. Party C subsequently confirmed to Barclays Capital that it was not interested in pursuing an acquisition of the Company.

        On March 16, 2011, Kirkland and Skadden discussed the terms of the initial draft merger agreement.

        On March 20, 2011, Skadden delivered a markup of the merger agreement to Kirkland.

        Also on March 20, 2011, Party A informed Barclays Capital that it did not have an interest in pursuing a business combination transaction with the Company and that fact was communicated to the Company.

        On March 22, 2011, Barclays Capital, at the direction of and on behalf of the Company, contacted two additional strategic parties to determine whether they would have any interest in a business combination transaction with the Company. Both of the strategic parties indicated that they were not interested in pursing such a transaction with the Company and that fact was communicated to the Company.

        Also on March 22, 2011, representatives of Kirkland and Skadden discussed Skadden's markup of the merger agreement. During this discussion, representatives of Kirkland informed representatives of Skadden that Golden Gate intended to structure the transaction as an acquisition of the Company by SoftBrands, a separate Golden Gate portfolio company, instead of using a newly-formed company. Representatives of Kirkland indicated that they did not believe that this revised structure would negatively impact the financing for the transaction.

        On March 24, 2011, the Board met in person, with members of Company management and representatives of Skadden and Barclays Capital in attendance, to discuss the status of the potential transaction proposed by Infor and Golden Gate and to review other potential strategic alternatives. At the meeting, representatives of Barclays Capital presented analyses of certain alternatives to the

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proposed transaction, including a sale or divestiture of the Company's M3 division, a leveraged share buyback by the Company and a hypothetical leveraged buyout transaction by a private equity firm that would use a newly-formed acquisition entity rather than an existing portfolio company. Representatives of Barclays Capital also discussed the proposed financing for the transaction, including an assessment of the feasibility of completing the financing given current market conditions. Representatives of Skadden addressed the Board's fiduciary duties, reviewed a summary of material terms of the merger agreement and summarized the status of the negotiations and outstanding issues based on their discussions with representatives of Kirkland. The Board then discussed with representatives of management, Barclays Capital and Skadden the risk that the proposed financing for the transaction might not be completed, including as a result of the acquiring entity's reliance on the Company's cash balance for a portion of the financing. The Board instructed management to obtain additional information regarding the proposed financing for the transaction and the amount of the Company's cash that Infor and Golden Gate were contemplating would be used in connection with the transaction before addressing any other issues that were outstanding.

        Later on March 24, 2011, Mr. Debes and Mr. Phillips discussed the potential timing of the proposed transaction, including the impact of the timing on the amount of the Company's cash that Infor and Golden Gate contemplated being available as part of the financing for the proposed transaction.

        On March 25, 2011, Kirkland provided Skadden with a revised draft merger agreement. Later that day, representatives of the Company, Skadden, Barclays Capital, Infor, Golden Gate and Kirkland discussed the transaction. Representatives of the Company stressed the importance of understanding the structure, amount and timing of the financing. Later that evening, Mr. Schulz and Mr. Samuelson discussed the Company's estimates of the cash that it would have available depending on the timing of the closing.

        On March 26, 2011, representatives of the Company informed representatives of Infor and Golden Gate that the Company needed to better understand certain aspects of the financing prior to working through additional issues under the merger agreement. Beginning on March 26 and continuing on March 27 and 28, representatives of the Company, Barclays Capital, Infor and Golden Gate discussed the Company's cash projections, Infor's and Golden Gate's projected sources and uses of funds in connection with the transaction and the amount of the Company's cash that Infor and Golden Gate were anticipating would be used in connection with the transaction. In order to increase the likelihood that the transaction would be consummated, the Company's representatives insisted that Infor and Golden Gate not assume that the Company would have more than $175 million of freely available cash at closing and that Golden Gate increase its equity commitment as necessary.

        On March 29, 2011, Mr. Phillips contacted Mr. Debes and agreed that the financing for the transaction would not contemplate that the Company would have more than $175 million of freely available cash at the closing. Later that day, representatives of Golden Gate and Infor informed Barclays Capital that, while they would agree that the financing for the transaction would not require more than $175 million in cash from the Company, they would insist on reducing the amount of the reverse termination fee if the closing of the merger does not occur solely because the Company has less than such amount of freely available cash.

        On March 30, 2011, representatives of the Company, Barclays, Skadden, Infor, Golden Gate and Kirkland discussed outstanding issues regarding the merger agreement, including the impact of the marketing period on the timing of the closing of the Merger, the terms of the non-solicitation provisions, the amounts and structures of the termination fee and the reverse termination fee and whether the acquiring entity would be entitled to expense reimbursement if the merger agreement is terminated under certain circumstances. Following that call, representatives of Skadden and Kirkland

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continued discussing the merger agreement. Later that day, Kirkland provided Skadden with initial drafts of the equity commitment letter and limited guarantee.

        On March 31, 2011, Skadden sent Kirkland a markup of the merger agreement, reflecting resolution of certain issues from the prior day's conversations as well as certain other changes. That same day, Infor provided Barclays Capital with a term sheet with respect to the debt financing for the proposed transaction.

        On the evening of March 31, 2011, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital. At that meeting, Mr. Debes updated the Board on the status of the negotiations, including Infor's and Golden Gate's position that the reverse termination fee be reduced if the closing does not occur solely because the Company does not have at least $175 million of freely available cash. Representatives of Barclays Capital provided the Board with an overview of the debt financing based on the term sheet provided by Infor. Representatives of Skadden reviewed the Board's fiduciary duties and updated the Board on the open issues in the merger agreement, including the amount of the reverse termination fee, whether the acquiring entity would be entitled to reimbursement of expenses under certain circumstances and the timing of the marketing period under the merger agreement. The Board provided Skadden with input regarding resolution of the open issues.

        On April 1, 2011, Kirkland provided Skadden with an initial draft form of voting agreement. Later that day, Skadden provided Kirkland with additional changes to the merger agreement and ancillary documents.

        On April 5, 2011, Kirkland provided Skadden with a revised merger agreement.

        On April 6, 2011, representatives of Kirkland and Skadden discussed outstanding issues relating to the merger agreement and ancillary documents. The representatives of Kirkland informed the representatives of Skadden that Infor and Golden Gate were seeking voting agreements from Mr. Debes, Dr. Romesh Wadhwani and Richard Lawson in light of their ownership of common stock.

        On April 7, 2011, representatives of Infor and Golden Gate provided Skadden with an initial draft of the debt commitment letter.

        On April 8, 2011, representatives of the Company, Skadden, Barclays Capital, Infor, Golden Gate and Kirkland discussed certain outstanding issues regarding the merger agreement. Later that evening, representatives of Skadden and Kirkland continued to discuss the merger agreement and Skadden provided Kirkland with comments to the debt commitment letter.

        On April 9, 2011, representatives of Skadden and Kirkland discussed the Company's positions with respect to the outstanding issues in the merger agreement.

        Later on April 9, 2011, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital. Representatives of Barclays Capital summarized the financial terms of the financing commitments and discussed the feasibility of completing the financing on such terms in light of current market conditions. Representatives of Skadden addressed issues relating to the Board's fiduciary duties and updated the Board regarding the status of the negotiations of the merger agreement. At that meeting, the Board provided representatives of Company management, Barclays Capital and Skadden with specific guidance regarding the resolution of several issues, including the amounts for the termination fee and reverse termination fee, a reduction of the reverse termination fee if the closing does not occur solely because the Company does not have at least $175 million of freely available cash, reimbursement of the acquiring entity's expenses in certain circumstances, subject to a cap, and the timing of the marketing period for the debt financing.

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        On April 9, 2011, following the meeting of the Board, representatives of Skadden contacted representatives of Kirkland and conveyed a proposal for resolution of certain issues consistent with the Board's guidance.

        Between April 12, 2011 and April 20, 2011, representatives of Infor and Golden Gate conducted additional diligence with respect to existing litigation matters involving the Company.

        On April 13, 2011, an additional financial party contacted Barclays Capital and expressed potential interest in exploring an acquisition of the Company. Following a discussion between the financial party and Barclays Capital on April 14, 2011, the party did not express further interest in pursuing a transaction and that fact was communicated to the Company.

        On April 15, 2011, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital. Representatives of Barclays Capital summarized developments relating to the debt commitment letter and representatives of Skadden updated the Board on the status of negotiations.

        On April 16, 2011, representatives of the Company, Skadden, Barclays Capital, Infor, Golden Gate and Kirkland discussed certain outstanding issues regarding the merger agreement.

        On April 17, 2011, Mr. Phillips provided Mr. Debes with a counter proposal to address certain outstanding issues in the merger agreement, including, among other things, the amount of the termination fee, the amount and structure of the reverse termination fee, the Company's obligation to reimburse the acquiring entity's expenses in certain circumstances, the Company's obligations to repatriate cash held by its foreign subsidiaries and the timing of the marketing period for the debt financing.

        From April 18, 2011 through April 20, 2011, representatives of the Company, Skadden, Barclays Capital, Infor, Golden Gate and Kirkland discussed the outstanding issues in the merger agreement. On April 18 and 19, 2011, Skadden provided Kirkland with additional comments on the merger agreement. On April 20, 2011, Kirkland provided Skadden with a revised draft of the merger agreement.

        From April 21, 2011 to April 24, 2011, representatives of the Company, Skadden, Barclays Capital, Infor, Golden Gate and Kirkland continued to negotiate outstanding items in the merger agreement, including provisions related to the impact of the financing on the timing of closing of the merger and, in particular, the timing of the marketing period for the debt financing.

        On April 22, 2011, representatives of Infor and Golden Gate provided Skadden with a revised draft of the debt commitment letter.

        On April 22, 2011, Mr. Phillips informed Mr. Debes that Golden Gate intended to effectuate the transaction through the parent company of SoftBrands, Steel Holdings, Inc., which would be renamed GGC Software Holdings, Inc.

        On April 24, 2011, the Board met telephonically, together with members of Company management and representatives of Skadden and Barclays Capital, to discuss the status of open issues relating to the merger agreement. At this meeting, representatives of Skadden addressed the directors' fiduciary duties, updated the Board on the status of the negotiations, and provided the Board with a summary of the material terms of the merger agreement, including the timing of the marketing period. The Board discussed certain aspects of the transaction, including the fact that the debt financing for the transaction would be contingent on receipt by the lenders of certain financial information of SoftBrands, an existing portfolio company of Golden Gate, and the additional risk this fact posed with respect to the timing of the transaction. In light of this additional risk, the Board instructed Company management and the Company's advisors to attempt to negotiate a higher reverse termination fee.

        On April 24, 2011, following the meeting of the Board, representatives of Skadden and Barclays Capital held discussions with representatives of Infor, Golden Gate and Kirkland regarding the amount of the reverse termination fee and the amount of expense reimbursement. Immediately following such discussions, Skadden provided Kirkland with a markup of the merger agreement.

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        On April 25, 2011, representatives of Skadden, Barclays Capital, Infor, Golden Gate and Kirkland discussed the remaining open issues in the merger agreement, including the amount of the reverse termination fee, the amount of the termination fee and the amount of Parent's expenses that the Company would be obligated to reimburse should the merger agreement be terminated under certain circumstances. Representatives of Infor and Golden Gate indicated that they would be willing to increase the reverse termination fee conditioned on the Company's agreement to a proportional increase in the termination fee. Additionally, representatives of Golden Gate agreed to the Company's proposed amount of expense reimbursement.

        On April 25, 2011, the Board met telephonically, together with members of Company management and representatives of Barclays Capital and Skadden. The representatives of Skadden reviewed changes to the merger agreement since the last meeting of the Board and the terms of the revised merger agreement. In addition, the representatives of Skadden reviewed certain legal matters, including the Board's fiduciary duties in connection with the proposed transaction. Also at the meeting, the representatives of Barclays Capital reviewed with the Board Barclays Capital's financial analysis of the $11.25 per share consideration to be offered to the Company's stockholders in the merger. Following this presentation, Barclays rendered its oral opinion to the Board, subsequently confirmed in writing, that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its written opinion, from a financial point of view, the merger consideration of $11.25 per share to be offered to the stockholders of the Company was fair, from a financial point of view, to such stockholders. For more information about Barclays Capital's opinion, see below under the heading "—Opinion of Barclays Capital, Inc." The Board unanimously determined that the merger agreement, and the merger are fair to and in the best interests of Lawson and its stockholders, approved the merger and merger agreement and recommended that the Company's stockholders vote to adopt the merger agreement at any meeting of stockholders of the Company to be called for the purposes of acting thereon.

        After the Board meeting on April 25, 2011, Parent and Golden Gate finalized the debt commitment letter with their lenders and the parties finalized the merger agreement, the voting agreements, the equity commitment letters and the limited guarantees. On April 26, 2011, the parties executed the agreements in connection with the transaction.

        On April 26, 2011, prior to the opening of trading of the Company common stock on NASDAQ, the Company issued a press release announcing the execution of the merger agreement. Later that day, Infor and Golden Gate issued a press release regarding the merger agreement.

        On April 26, 2011, the Icahn Group filed an amendment to its Schedule 13D filing in which the Icahn Group indicated that it supported the Company's sale process.

Reasons for the Merger; Recommendation of the Board

        In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Board consulted with our senior management, outside legal counsel and independent financial advisors. In recommending that the Company's stockholders vote their shares of common stock in favor of adoption of the merger agreement, the Board also considered a number of factors, including the following:

Financial Terms; Fairness Opinion; Certainty of Value

•

The historic trading ranges of the common stock and the potential trading range of the common stock absent takeover speculation, including as a result of the publication of the March 8, 2011 Reuters article reporting that the Board had engaged Barclays Capital to explore a possible sale of the Company.

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•

The fact that the merger consideration of $11.25 represented a premium/(discount) of approximately (8.4%), (0.6%) and 7.5% over/under the one, three and six month volume-weighted average prices of the common stock, prior to market close on April 25, 2011, the last trading day prior to the execution of the merger agreement.



•

The fact that the merger consideration of $11.25 represented a premium of approximately 49% over the closing price of the common stock on May 21, 2010, the last trading day prior to the date on which the Icahn Group filed a Schedule 13D disclosing that it had accumulated a stake in the common stock; a premium of approximately 28% over the closing price of the common stock on January 10, 2011, the last trading day prior to the date on which the Company entered into a non-disclosure agreement with Infor; a premium of approximately 14% over the closing price of the common stock on March 7, 2011, the last trading day prior to Reuters' publication of an article reporting that the Board had engaged Barclays Capital to explore a possible sale of the Company; a premium of approximately 17% over the average closing price of the common stock for the 90 calendar days prior to March 7, 2011; and a premium of approximately 35% over the average closing price of the common stock for the 52-week period prior to March 7, 2011.



•

Barclays Capital's presentation to the Board of certain valuation analyses and its opinion that, as of April 25, 2011, and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the consideration to be offered to the stockholders of the Company in the merger was fair to such stockholders. For more information about Barclays Capital's opinion, see below under the heading "—Opinion of Barclays Capital Inc."



•

The Board's view, based on information provided by Barclays Capital, that the trading price of the common stock prior to publication of the March 8, 2011 Reuters article reporting that the Board had engaged Barclays Capital to explore a possible sale of the Company reflected a premium due to the Icahn Group's disclosure of its stake in the Company.



•

The fact that the all-cash merger consideration will provide certainty of value and liquidity to the Company's stockholders, while eliminating long-term business and execution risk.



•

The availability of dissenters rights to Company stockholders who comply with certain procedures under Delaware law.



•

Dissenters rights allow stockholders to have the "fair value" of the common stock determined by the Delaware Court of Chancery.

Financial Condition and Prospects of the Company; Strategic Alternatives

•

The difficulty of predicting future prospects for the Company on a standalone basis.



•

The increasing challenges faced by the Company as an independent company pursuing organic growth.



•

The fact that the Company's ability to implement its growth strategy was dependent on identification of attractive acquisition targets and its ability to acquire them at acceptable valuations and to integrate them successfully.



•

The perceived risks of continuing as a standalone company or pursuing other alternatives, including the sale or other disposition of the Company's M3 business or a leveraged stock repurchase; the range of potential benefits to the Company's stockholders of these alternatives; the assessment that no other alternatives were reasonably likely to create greater value for the Company's stockholders, taking into account risk of execution as well as business, competitive, industry and market risk, than the merger; and the potential near-term impact on the business of

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the March 8, 2011 Reuters article and the Company's March 11, 2011 press release disclosing that it had received a proposal from Infor and Golden Gate to be acquired for $11.25 per share.

Market Check; Alternative Proposals

•

The Board's view that the merger consideration was the highest price reasonably attainable by the Company's stockholders in a sale of the Company, considering potentially interested third parties and strategic opportunities.



•

The Board's view that the Company, with the assistance of its advisors, negotiated the highest price per share of common stock that Infor and Golden Gate were willing and able to cause Parent to pay.



•

The Board's view that the Company, with the assistance of Barclays Capital, identified and contacted a sufficient number of potential acquisition partners, including both strategic parties and financial parties, to obtain the best value reasonably available to the Company's stockholders.



•

The fact that, prior to the March 8, 2011 Reuters article and the Company's March 11, 2011 press release, Barclays Capital contacted a select group of strategic and financial parties to ascertain their potential interest in acquiring the Company.



•

The fact that following the March 8, 2011 Reuters article and the Company's March 11, 2011 press release, Barclays Capital contacted, and Barclays Capital or the Company were contacted by, additional strategic and financial parties regarding a potential transaction.



•

The fact that Barclays Capital had discussions with a total of eight strategic parties and seven financial parties, including those strategic and financial parties that Barclays Capital and Company management identified as likely potential acquirors.



•

The fact that, while there were preliminary discussions and meetings with several potential third party acquirors, each of the parties ultimately indicated that they were not interested in acquiring the Company at a price as high or higher than $11.25 per share.



•

The Board's view that third parties are not likely to be unduly deterred from making a superior proposal by the provisions of the merger agreement.



•

The fact that the Board may furnish information or enter into discussions in connection with an acquisition proposal if it determines in good faith, after consultation with its outside counsel and financial advisor, that such acquisition proposal constitutes or could be reasonably expected to result in a superior proposal and that the failure to do so would be reasonably likely to be inconsistent with the Board's fiduciary duties.



•

The fact that the Board could change its recommendation to the Company's stockholders with respect to adoption of the merger agreement (1) in order to accept a superior proposal or (2) if, after an "intervening event", it determines in good faith, after consultation with its financial advisor and outside counsel, that not doing so would be reasonably likely to be inconsistent with its fiduciary duties.



•

The fact that the Board may terminate the merger agreement in order to enter into a definitive agreement with respect to an acquisition proposal that the Board determines, in good faith, after consultation with its outside counsel and financial advisor, is a superior proposal, if it provides Parent prior notice and an opportunity to negotiate.



•

The fact that the termination fee of $57.5 million, or approximately 2.9% of the aggregate equity value of the transaction, that the Company would be required to pay to Parent if the

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Company enters into an agreement with respect to a superior proposal is reasonable and not preclusive of other offers.

•

The fact that the termination fee of $75 million, or approximately 3.8% of the aggregate equity value of the transaction, that the Company would be required to pay to Parent in connection with an adverse change in the Board's recommendation to stockholders with respect to adoption of the merger agreement because of an "intervening event" is reasonable.

Merger Agreement Terms

•

The Board's view that the merger agreement has customary terms and was the product of extensive arms-length negotiations.



•

The obligation of Parent to pay the Company a $115 million reverse termination fee, or approximately 5.9% of the aggregate equity value of the transaction, if it fails to consummate the merger if the conditions to closing are satisfied, and the obligation of Parent to pay the Company a $57.5 million reverse termination fee, or approximately 2.9% of the aggregate equity value of the transaction, if Parent's failure to consummate the merger is due solely to the Company not having at least $175 million of freely available cash.



•

The fact that the Golden Gate Funds provided limited guarantees in favor of the Company that guarantee the payment of the reverse termination fee.



•

The fact that the merger agreement contains a condition that holders of not more than 15% of the shares of the common stock (excluding shares beneficially owned by Carl C. Icahn) have exercised dissenters rights.



•

The fact that there is no third-party consent condition, no stockholder litigation condition and no financing condition in the merger agreement.



•

The Board's belief that while the closing of the merger is subject to certain antitrust approvals, there were not likely to be significant antitrust or other regulatory impediments to the closing of the merger.



•

The fact that a majority of the members of the Board were independent and that no member of the Board would have an equity interest in the Company following the merger.

Likelihood of Consummation

•

The fact that, as a condition to Parent and Merger Sub entering into the merger agreement, three Board members who collectively own approximately 9% of the outstanding common stock have entered into voting agreements with Parent and Merger Sub to support the merger and that such voting agreements would terminate if the merger agreement were terminated (including as a result of a superior proposal) or if the Board changed its recommendation to Company stockholders with respect to the merger.



•

The fact that Golden Gate has several portfolio companies in the software industry, including Infor, and the Board's belief that this gives Golden Gate a strategic rationale for acquiring the Company and, therefore, additional motivation to complete the merger.

Financing Commitments

•

The fact that Parent delivered an executed debt financing commitment letter to provide the debt portion of the financing from five major commercial banks with significant experience in similar

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lending transactions and reputations for honoring the terms of their commitment letters, which increases the likelihood of such financing being completed.

•

The fact that the Golden Gate Funds provided executed equity commitment letters to provide the equity portion of the financing (which represents approximately 27% of the total financing required for the merger).



•

The limited number and nature of the conditions to funding set forth in the debt and equity financing commitment letters and the Board's expectation that such conditions will be timely met and that the financing will be provided in a timely manner.



•

The fact that under certain circumstances, the merger agreement permits the Company to seek specific performance remedies against Parent and Merger Sub with respect to the debt and equity financing commitments.

        The Board also considered a number of uncertainties and risks in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following:

•

The fact that the merger consideration of $11.25 per share represented a discount of 7.1% to the closing price of the common stock on April 25, 2011, the last trading day prior to the execution of the merger agreement; although, the Board believed that the trading price of the common stock on such date reflected a takeover premium as a result of speculation following the March 8, 2011 Reuters article and the Company's March 11, 2011 press release.



•

The fact that receipt of the all-cash merger consideration would be taxable to the Company's stockholders that are treated as U.S. holders for U.S. federal income tax purposes.



•

The fact that the Company's stockholders would forego the opportunity to realize the potential long-term value of the successful execution of the Company's current strategy as an independent company.



•

The fact that under the terms of the merger agreement, the Company is unable to solicit other acquisition proposals during the pendency of the merger.



•

The fact that the termination fee could discourage other potential acquirors from making a competing offer to acquire the Company; although the Board believed that the termination fee was customary in amount and would not unduly deter any other party that might be interested in acquiring the Company.



•

The restrictions on the Company's conduct of business prior to completion of the merger, which could delay or prevent the Company from undertaking business opportunities that may arise or taking certain other actions with respect to its operations.



•

The fact that the reverse termination fee is not available in all instances where the merger agreement is terminated and may be the Company's only recourse where it is available.



•

The fact that Parent's and the Golden Gate Funds' monetary damages under the merger agreement cannot exceed the amount of the reverse termination fee plus the amount of Parent's and Merger Sub's expense payment, reimbursement and indemnification obligations under the merger agreement.



•

The requirement that the Company reimburse Parent for up to $5 million of its and its affiliates' out-of-pocket expenses in connection with the merger if the merger agreement is terminated as a result of the failure to obtain approval of the Company's stockholders; although the Board concluded that this amount was customary in amount and reasonable.

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•

The significant costs involved in connection with entering into and completing the merger and the substantial time and effort of management required to complete the merger, which may disrupt the Company's business operations.



•

The fact that, while the Company expects the merger to be consummated if approved by the Company's stockholders, there can be no assurance that all conditions to the parties' obligations to complete the merger will be satisfied.



•

The risk that the proposed merger might not be completed and the effect of the resulting public announcement of termination of the merger agreement on the trading price of the common stock.



•

The fact that the market price of the common stock could be affected by many factors, including: (1) the reason or reasons for which the merger agreement was terminated and whether such termination resulted from factors adversely affecting the Company; (2) the possibility that, as a result of the termination of the merger agreement, the marketplace would consider the Company to be an unattractive acquisition candidate; and (3) the possible sale of common stock by short-term investors following an announcement that the merger agreement was terminated.



•

The fact that the Company's business, sales operations and financial results could suffer in the event that the merger is not consummated and that the Company's stock price would likely be adversely affected.



•

The fact that the announcement and pendency of the merger, or failure to complete the merger, may cause substantial harm to the Company's relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management, technical, sales or other personnel), vendors and customers and may divert employees' attention away from the Company's day-to-day business operations.



•

The fact that the Company's directors and executive officers may have interests in the merger that may be different from, or in addition to, those of the Company's stockholders. For more information about such interests, see below under the heading "—Interests of Certain Persons in the Merger."



•

The fact that, although Parent must use reasonable best efforts to obtain the financing contemplated by the debt commitment letter, there is a risk that the debt financing might not be obtained and that, in certain instances, the Company's only viable recourse would be the reverse termination fee.



•

The fact that the financing contemplated by the debt commitment letter would be contingent on receipt by the lenders of certain financial information from SoftBrands and the additional risk this fact poses with respect to the timing of the transaction; although, the Board believed that the amount of the reverse termination fee would provide Parent and Golden Gate with sufficient incentive to provide such financial information on a timely basis.



•

The fact that the Golden Gate Funds' equity commitments are conditioned on the Company having at least $175 million of freely available cash; although the Board noted that management of the Company believed that the Company is likely to have such amount of freely available cash.



•

The fact that the reverse termination fee to be paid by Parent is reduced to $57.5 million if the closing of the merger does not occur solely because the Company does not have $175 million of freely available cash; although the Board noted that management of the Company believed that the Company is likely to have such amount of freely available cash.

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        The Board believed that, overall, the potential benefits of the merger to the Company's stockholders outweighed the risks and uncertainties of the merger.

        The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his own personal business judgment to the process and may have given different weight to different factors.

         The Board unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting and "FOR" the non-binding proposal regarding certain merger-related executive compensation arrangements.

Opinion of Barclays Capital Inc.

        The Company engaged Barclays Capital to act as its financial advisor with respect to a possible sale of the Company and related advisory services. On April 25, 2011, Barclays Capital rendered its oral opinion (which was subsequently confirmed in writing) to the Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the consideration to be offered to the stockholders of the Company in the merger was fair to such stockholders.

         The full text of Barclays Capital's written opinion, dated as of April 25, 2011, is attached as Annex B to this proxy statement. Barclays Capital's written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays Capital in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays Capital's opinion and the methodology that Barclays Capital used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

        Barclays Capital's opinion, the issuance of which was approved by Barclays Capital's Fairness Opinion Committee, is addressed to the Board, addresses only the fairness, from a financial point of view, of the consideration to be offered to the stockholders of the Company in the merger and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the merger or any other matter. The terms of the merger were determined through arm's-length negotiations between Golden Gate and Infor, on behalf of Parent, and the Company and were approved by the Board. Barclays Capital did not recommend any specific form of consideration to the Company or that any specific form of consideration constituted the only appropriate consideration for the merger. Barclays Capital was not requested to opine as to, and its opinion does not in any manner address, the Company's underlying business decision to proceed with or effect the merger. In addition, Barclays Capital expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the consideration to be offered to the stockholders of the Company in the merger. No limitations were imposed by the Board upon Barclays Capital with respect to the investigations made or procedures followed by it in rendering its opinion.

        In arriving at its opinion, Barclays Capital, among other things, reviewed and analyzed:

•

a draft of the merger agreement and the specific terms of the merger;



•

drafts of the limited guarantees of the Golden Gate Funds in favor of the Company, the debt commitment letter from the lenders parties thereto, relating to the debt financing for the

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merger, and the equity commitment letters from the Golden Gate Funds relating to the equity financing for the merger, which we collectively refer to as the related agreements;

•

publicly available information concerning the Company that Barclays Capital believed to be relevant to its analysis, including the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2010, and Quarterly Reports on Form 10-Q for the fiscal quarters ended February 28, 2011, November 30, 2010 and August 31, 2010;



•

financial and operating information with respect to the business, operations and prospects of the Company furnished to Barclays Capital by the Company, including financial projections of the Company prepared by management of the Company, which we refer to as Management Projections;



•

published estimates of independent research analysts with respect to the future financial performance of the Company for fiscal years 2011 and 2012 and extrapolations of such estimates for fiscal years 2013 through 2016 reviewed by management of the Company, which we collectively refer to as the Street Estimates, and price targets of the Company published by such independent research analysts;



•

a trading history of the common stock from April 21, 2006 to April 21, 2011, and a comparison of that trading history with those of other companies that Barclays Capital deemed relevant;



•

a comparison of the historical financial results and present financial condition of the Company with those of other companies that Barclays Capital deemed relevant;



•

a comparison of the financial terms of the merger with the financial terms of certain other transactions that Barclays Capital deemed relevant; and



•

the results of the efforts of Barclays Capital to solicit indications of interest from third parties with respect to a sale of the Company.

        In addition, Barclays Capital had discussions with the management of the Company concerning its business, operations, assets, liabilities, financial condition and prospects and undertook such other studies, analyses and investigations as Barclays Capital deemed appropriate.

        In arriving at its opinion, Barclays Capital assumed and relied upon the accuracy and completeness of the financial and other information used by it without any independent verification of such information and further relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Management Projections, upon the advice of the Company, Barclays Capital assumed that such projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and that the Company would perform substantially in accordance with such projections. In addition, for the purposes of its analysis and with the Company's consent, Barclays Capital also relied upon the Street Estimates. The Company agreed with the reasonableness of, the appropriateness of the use of, and Barclays Capital's reliance upon, the Street Estimates in performing its analysis. Barclays Capital assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays Capital did not conduct a physical inspection of the properties and facilities of the Company and did not make or obtain any evaluations or appraisals of the assets or liabilities of the Company. Barclays Capital's opinion necessarily was based upon market, economic and other conditions as they existed on, and could be evaluated as of, April 25, 2011. Barclays Capital assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after April 25, 2011.

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        Barclays Capital assumed that the executed merger agreement and the related agreements would conform in all material respects to the last drafts reviewed by Barclays Capital. In addition, Barclays Capital assumed the accuracy of the representations and warranties contained in the merger agreement and the related agreements. Barclays Capital also assumed, upon the advice of the Company, that all material governmental, regulatory and third party approvals, consents and releases for the merger will be obtained within the constraints contemplated by the merger agreement and that the merger would be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays Capital did not express any opinion as to any tax or other consequences that might result from the merger, nor does its opinion address any legal, tax, regulatory or accounting matters, as to which Barclays Capital understood that the Company had obtained such advice as it deemed necessary from qualified professionals.

        In connection with rendering its opinion, Barclays Capital performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays Capital did not ascribe a specific range of values to the common stock but rather made its determination as to fairness, from a financial point of view, to the holders of common stock of the consideration to be offered to such holders in the merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

        In arriving at its opinion, Barclays Capital did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the merger. Accordingly, Barclays Capital believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

        The following is a summary of the material financial analyses used by Barclays Capital in preparing its opinion to the Board. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Barclays Capital, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, Barclays Capital made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the merger agreement. None of the Company, Parent, Merger Sub, Barclays Capital or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold.

Historical Stock Price Analysis

        To illustrate the trend in the historical trading prices of the common stock, Barclays Capital considered historical data with regard to the trading prices of the common stock for the one year period from April 21, 2010 to April 21, 2011.

        Barclays Capital noted that during the one year period from April 21, 2010 to April 21, 2011, the closing price of the common stock ranged from a low of $7.18 to a high of $12.50. Barclays Capital also noted that the high closing price of the common stock for the 52 week period preceding the March 8, 2011 Reuters article, was $10.78. Barclays Capital noted that the merger consideration was below the 52 week high closing price of the common stock, but exceeded the high closing price of the common stock for the 52 week period prior to March 8, 2011.

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Present Value of Equity Research Analysts' 12-Month Price Targets

        In order to illustrate how the merger consideration compared with publicly available analyst price targets, Barclays Capital evaluated published equity research analysts' projected 12-month price targets for the common stock. Barclays Capital performed this analysis using publicly available price targets for the common stock published by independent equity research analysts immediately prior to, and following, the March 8, 2011 Reuters article. Based on the foregoing, Barclays Capital then calculated a range of the present values of the 12-month price targets using a discount rate of 12.5% (the Company's estimated current cost of equity). Barclays Capital calculated a range of present values from $8.89 to $13.33 per share using the most recent published analyst price targets, and a range of present values from $8.89 to $11.56 using the analyst price targets prior to March 8, 2011.

        Barclays Capital noted that the merger consideration was within the range of discounted per share analyst price targets.

Selected Comparable Company Analysis

        In order to assess how the public market values shares of similar publicly traded companies, Barclays Capital reviewed and compared specific financial and operating data relating to the Company with selected publicly traded companies that Barclays Capital, based on its experience in the enterprise resource planning software industry, deemed comparable to the Company. The selected comparable companies were:

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Deltek, Inc.;



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Epicor Software Corp.;



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JDA Software Group Inc.;



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Manhattan Associates, Inc.;



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Oracle Corp.;



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Sage Group plc;



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SAP AG; and



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Tyler Technologies, Inc.

        Barclays Capital calculated and compared various financial multiples and ratios of the Company and the selected comparable companies. As part of its selected comparable company analysis, Barclays Capital calculated and analyzed each company's ratio of:

•

Its current enterprise value, which we refer to as EV, to estimated calendar year 2011 revenue;



•

Its current EV to estimated calendar year 2011 earnings before interest, taxes, depreciation, amortization and stock based compensation expense, which we refer to as EBITDAS; and



•

Its current stock price to estimated calendar year 2011 non-GAAP earnings per share (adding back stock based compensation expense and amortization of acquired intangibles (tax-adjusted)).

        The EV of each company was obtained by adding its short and long-term debt to the sum of the market value of its common equity, the value of any preferred stock (at liquidation value) and the book value of any minority interest, and subtracting its cash and cash equivalents. All of these calculations were performed, and based on, publicly available financial data (including Wall Street research estimates) and closing prices, as of April 21, 2011, except that statistics for Epicor Software Corp. are based on the closing price of its common stock on April 1, 2011, the last trading day prior to the announcement of the proposed acquisition of that company by an affiliate of Apax Partners. Calendar year information was used in order to facilitate the comparison of companies with different fiscal years.

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        The results of this selected comparable company analysis are summarized below:

        Barclays Capital selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of the Company. However, because of the inherent differences between the business, operations and prospects of the Company and those of the selected comparable companies, Barclays Capital believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays Capital also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between the Company and the companies included in the selected comparable company analysis. Based upon these judgments, Barclays Capital selected a range of EV/CY2011 revenue multiples of 1.80x to 2.00x, EV/2011 EBITDAS multiples of 7.5x to 9.5x, and non-GAAP P/E ratios of 13.0x to 15.0x. Barclays Capital then applied these multiple ranges to the Company's calendar year 2011 estimated revenue, estimated calendar year 2011 EBITDAS and estimated calendar year 2011 non-GAAP EPS, respectively, to calculate ranges of implied prices per share of the Company. The following summarizes the results of these calculations:

        Barclays Capital noted that the merger consideration exceeded each range of implied values per share.

Discounted Equity Value Analysis

        Barclays Capital performed an illustrative analysis of the present value of the Company's theoretical implied future price per share. In performing the discounted equity value analysis, Barclays Capital multiplied the non-GAAP earnings per share estimates for the Company for calendar years 2012 and 2013 based on both the Street Estimates and the Management Projections by forward non-GAAP price to earnings multiples of 13.0x to 17.0x in order to estimate future prices per share. The estimated future prices per share were then discounted to present value using a discount rate of 12.5% (the estimated current cost of the Company's equity) implying a range of equity values for the Company from $7.13 to $9.60 using the Street Estimates and $8.01 to $10.53 using the Management Projections for CY 2013.

        Barclays Capital noted that the merger consideration was above the range of implied values per share.

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Discounted Cash Flow Analysis

        In order to estimate the present value of the common stock, Barclays Capital performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a valuation methodology used to derive a valuation of an asset by calculating the "present value" of estimated unlevered future cash flows of the asset. "Present value" refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. To calculate the estimated equity value of the Company using the discounted cash flow method, Barclays Capital added (1) the Company's projected after-tax unlevered free cash flows for the fourth quarter of fiscal year 2011 and full fiscal years 2012 through 2016 based on both the Street Estimates and the Management Projections to (2) the present value in fiscal year 2016 of the after-tax unlevered free cash flows of fiscal year 2016, based on both the Street Estimates and the Management Projections, growing in perpetuity at a range of "perpetuity growth rates" and discounted using a range of discount rates. These values were subsequently discounted to their respective present values (as of April 21, 2011) using a range of selected discount rates. Barclays Capital then subtracted the value of the Company's outstanding debt and added the value of the Company's cash balance (each as of February 28, 2011) to arrive at a range of implied equity values of the Company. The perpetuity growth rates of 2.0% to 4.0% were selected based on Barclays Capital's qualitative judgments concerning the future sustainable growth rate of the Company. The range of discount rates of 10.0% to 12.0% was selected based on an analysis of the weighted average cost of capital of the Company.

        The after-tax unlevered free cash flows based on each of the Street Estimates and the Management Projections were calculated by taking the tax-affected earnings before interest and tax expense (excluding amortization of purchased intangibles and subtracting stock-based compensation), adding depreciation and subtracting capital expenditures, adding or subtracting forecast changes in working capital for fiscal year 2012 and fiscal year 2013, assuming that the Company's business would be working capital neutral beginning in fiscal year 2013 for the Management Projections and 2011 for the Street Estimates.

        Barclays Capital calculated a range of implied prices per share of the Company, by dividing the implied equity values derived from its discounted cash flow analysis by the fully diluted share counts, assuming the vesting of all restricted stock units and in-the-money options. The following table summarizes the results of these calculations:

        Barclays Capital noted that the merger consideration was (1) above the range of implied values per share calculated using the Street Estimates and (2) within the range of implied values per share calculated using the Management Projections.

Leveraged Acquisition Analysis

        Barclays Capital performed a leveraged acquisition analysis based on the Street Estimates in order to ascertain a price for the common stock which might be achieved in a stand-alone leveraged buyout transaction with a financial buyer given current financing market conditions. Barclays Capital assumed the following in its analysis: (1) total leverage of 6.5x fiscal year 2011 estimated EBITDAS; (2) an equity investment that would be needed to achieve an internal rate of return of 20-25%; and (3) a forward exit multiple of 10.0x EBITDAS (exit at the end of fiscal year 2016). Based upon these assumptions, Barclays Capital calculated a range of implied prices per share of the common stock of $9.40 to $10.20.

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        Barclays Capital noted that the merger consideration was above the range of implied values per share calculated based on a leveraged acquisition analysis.

Selected Precedent Transaction Analysis

        Barclays Capital reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays Capital, based on its experience with merger and acquisition transactions, deemed relevant. Barclays Capital reviewed selected merger and acquisitions transactions by financial sponsors involving companies in the software industry, and selected mergers and acquisitions in the enterprise resource planning software industry by strategic buyers. These transactions were selected based on, among other things, in the case of the financial sponsor transactions, the similarity of the transactions to the merger and, in the case of the selected enterprise resource planning software industry transactions, the similarity of the applicable target companies in the transactions to the Company.

        The following tables set forth the transactions analyzed by Barclays Capital:

Selected Sponsor Software Transactions

Multiple Ranges of Selected Sponsor Software Transactions

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