Lawson Software Gives Notice of Anticipated Fundamental Change & Right to Convert to Holders of Its 2.50% Senior Convertible ...

Regulatory News:

Lawson Software, Inc. (Nasdaq: LWSN) today notified holders of its 2.50% Senior Convertible Notes due 2012 (the "Notes") that a merger of the Company as described below is expected to occur on or after July 1, 2011. If the merger occurs, it will constitute a Fundamental Change under the Indenture governing the Notes (the "Indenture"), and the Notes will become convertible at the option of the holders on the business day following the effective date of the merger and will remain convertible until 5:00 p.m., New York City time, on the business day immediately preceding the Fundamental Change Repurchase Date (as defined in the Indenture) relating to such Fundamental Change, which will be not earlier than 20 business days after the effective date of the merger.

As previously announced, on April 26, 2011, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with GGC Software Holdings, Inc., a Delaware corporation (the "Parent"), and Atlantis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the "Merger Sub"), providing for the merger of the Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of the Parent. The Parent is an affiliate of Golden Gate Capital, a San Francisco based private equity firm. The Company issued a press release publicly announcing execution of the Merger Agreement on April 26, 2011, and included a copy of the press release and the Merger Agreement as exhibits to the Company's Current Report on Form 8-K, filed with the SEC on April 26, 2011.

The consummation of the Merger, anticipated to occur on or after July 1, 2011, is subject to customary closing conditions, including the approval of the Company's stockholders. At the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the effective time (other than shares of Company Common Stock (i) held by the Parent, the Merger Sub or in the treasury of the Company, (ii) owned by any subsidiary of the Company or the Parent (other than the Merger Sub) or (iii) held by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will be cancelled and converted automatically into the right to receive $11.25 in cash, without interest.

About Lawson SoftwareLawson 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, Premium AB is acting as the Certified Adviser.

Forward-Looking StatementsThis press release contains forward-looking statements that contain risks and uncertainties. These forward-looking statements contain statements of intent, belief or current expectations of Lawson and its management. Such forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. Risks and uncertainties that may cause such differences include but are not limited to: the risk that the pending merger with GGC Software Holdings, Inc., an affiliate of Golden Gate Capital and Infor, may not be completed on a timely basis, if at all; the risk that the conditions to the consummation of the merger may not be satisfied; the risk that the merger may involve unexpected costs, liabilities or delays; the risk that expected benefits of the merger may not materialize as expected; the risk that, prior to the completion of the merger, Lawson's business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the fact that legal proceedings that have been instituted and the possibility that additional legal proceedings may be instituted against Lawson, its directors and/or others relating to the merger and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the merger agreement; uncertainties in the software industry; uncertainties as to when and whether the conditions for the recognition of deferred revenue will be satisfied; increased competition; the impact of foreign currency exchange rate fluctuations; changes in conditions in Lawson's targeted industries; the outcome of pending litigation; the relief sought by Lawson with respect to the judgment in the ePlus litigation might not be granted in whole or in part; and other risk factors listed in Lawson's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. Lawson assumes no obligation to update any forward-looking information contained in this press release.

Lawson Software, Inc. (MM) (NASDAQ:LWSN)
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