Leading Proxy Advisory Firm ISS Recommends Lawson Stockholders Vote “FOR” Acquisition by Affiliate of Golden Gate Capital...
10 Juin 2011 - 4:30PM
Business Wire
Lawson Software (Nasdaq: LWSN) today announced that
Institutional Shareholder Services (“ISS”), a leading independent
proxy advisory firm, recommends that Lawson stockholders vote “FOR”
the Company’s proposed acquisition by GGC Software Holdings, Inc.,
an affiliate of Golden Gate Capital and Infor, at the special
meeting of stockholders, scheduled for June 29, 2011. ISS also
recommends that stockholders vote in favor of all related
board-sponsored proposals.
In its June 9, 2011 report, ISS noted that*:
“Based on a review of the terms of the
transaction and the factors described [in the report], in
particular, the board's rationale and the premium received,
shareholder support for the merger agreement is warranted.”
“We are pleased with the ISS recommendation, which supports the
unanimous determination of our Board of Directors that the proposed
transaction with Golden Gate Capital and Infor is in the best
interests of Lawson and all of our stockholders,” said Harry Debes,
Lawson’s president and chief executive officer. “We look forward to
completing this transaction and urge Lawson stockholders to follow
ISS’ recommendation by voting “FOR” the acquisition at the upcoming
special meeting.”
As previously announced on April 26, 2011, Lawson entered into a
definitive agreement to be acquired by GGC Software Holdings, Inc.
in a transaction valued at approximately $2 billion. Under the
terms of the merger agreement, stockholders of Lawson will receive
$11.25 per share in cash. The transaction is currently expected to
close in the third calendar quarter of 2011.
Lawson stockholders of record at the close of business on
Friday, May 27, 2011, will be entitled to vote at the special
meeting.
On May 31, 2011, in connection with the merger, Lawson filed its
definitive proxy statement with the Securities and Exchange
Commission (the "SEC"). Lawson stockholders are encouraged to read
the Company’s definitive proxy materials, in their entirety as they
provide, among other things, a detailed discussion of the process
that led to the proposed merger and the reasons behind the Board of
Directors' unanimous recommendation that stockholders vote “FOR”
the proposal to adopt the merger agreement. The Company's
definitive proxy materials may be obtained free of charge at the
SEC's website at www.sec.gov, at Lawson's website, www.lawson.com,
or by contacting Investor Relations by phone at 651-767-4890, by
email at investor@lawson.com or by mail at 380 St. Peter Street,
St. Paul, MN 55102.
Lawson stockholders who have questions about the merger, need
assistance in submitting their proxy or voting their shares should
contact the Company's proxy solicitor, MacKenzie Partners, Inc., at
1-800-322-2885; Email: proxy@mackenziepartners.com.
* Permission to use quotations was neither sought nor
obtained.
About Lawson Software
Lawson Software is a global provider of enterprise software. We
provide business application software, maintenance and consulting
to customers primarily in specific services, trade and
manufacturing/distribution industries. We specialize in and target
specific industries including healthcare, services, public sector,
equipment service management & rental, manufacturing &
distribution and consumer products industries. Our software
solutions include Enterprise Financial Management, Human Capital
Management, Business Intelligence, Asset Management, Enterprise
Performance Management, Supply Chain Management, Service
Management, Manufacturing Operations, Business Project Management
and industry-tailored applications. Our applications help automate
and integrate critical business processes, which enable our
customers to collaborate with their partners, suppliers and
employees, reduce costs and enhance business or operational
performance. Lawson is headquartered in St. Paul, Minn., and has
offices around the world. Visit Lawson online at www.lawson.com.
For Lawson’s listing on the First North exchange in Sweden, Remium
AB is acting as the Certified Adviser.
Forward-Looking Statements
This press release contains forward-looking statements that
contain risks and uncertainties. These forward-looking statements
contain statements of intent, belief or current expectations of
Lawson and its management. Such forward-looking statements are not
guarantees of future results and involve risks and uncertainties
that may cause actual results to differ materially from the
potential results discussed in the forward-looking statements.
Risks and uncertainties that may cause such differences include but
are not limited to: the risk that the pending merger with GGC
Software Holdings, Inc., an affiliate of Golden Gate Capital and
Infor, may not be completed on a timely basis, if at all; the risk
that the conditions to the consummation of the merger may not be
satisfied; the risk that the merger may involve unexpected costs,
liabilities or delays; the risk that expected benefits of the
merger may not materialize as expected; the risk that, prior to the
completion of the merger, Lawson's business may experience
significant disruptions, including loss of customers or employees,
due to transaction-related uncertainty or other factors; the fact
that legal proceedings that have been instituted and the
possibility that additional legal proceedings may be instituted
against Lawson, its directors and/or others relating to the merger
and the outcome of such proceedings; the possible occurrence of an
event, change or other circumstance that could result in
termination of the merger agreement; uncertainties in the software
industry; uncertainties as to when and whether the conditions for
the recognition of deferred revenue will be satisfied; increased
competition; the impact of foreign currency exchange rate
fluctuations; changes in conditions in Lawson's targeted
industries; the outcome of pending litigation; the relief sought by
Lawson with respect to the judgment in the ePlus litigation might
not be granted in whole or in part; and other risk factors listed
in Lawson's most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q filed with the Securities and
Exchange Commission. Lawson assumes no obligation to update any
forward-looking information contained in this press release.
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