Lawson Software Stockholders Approve Merger Agreement with Affiliate of Golden Gate Capital and Infor
June 29 2011 - 3:14PM
Business Wire
Regulatory News:
Lawson Software (NASDAQ: LWSN) today announced that at the
special meeting of Lawson’s stockholders held today, the
stockholders voted to approve the proposed merger with GGC Software
Holdings, Inc., an affiliate of Golden Gate Capital and Infor. The
proposal to adopt the merger agreement was approved by
approximately 68.9% of the total number of shares outstanding as of
the May 27, 2011 record date for the special meeting, and by more
than 98.4% of the shares voted. In addition, the non-binding
proposal regarding certain merger-related executive compensation
arrangements was approved by more than 93.6% of the shares voted.
Further details on these items will be available in the Current
Report on Form 8-K that Lawson will file today with the U.S.
Securities and Exchange Commission.
Pursuant to the merger agreement announced on April 26, 2011,
Lawson's stockholders (other than stockholders who have perfected
their statutory rights of appraisal under Delaware law) will
receive $11.25 per share in cash, without interest and less any
applicable withholding taxes, for each share of common stock they
owned immediately prior to the effective time of the merger. Upon
closing of the transaction, Lawson anticipates that its common
stock would be de-listed from NASDAQ and the First North exchange
in Sweden.
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, Remium
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.
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