Lawson Software To Mail Definitive Proxy Materials
31 5월 2011 - 9:00PM
Business Wire
Regulatory News:
Lawson Software (Nasdaq:LWSN) today announced that it has filed
with the Securities and Exchange Commission, and will commence
mailing of, definitive proxy materials in connection with the
proposed merger transaction with GGC Software Holdings, Inc., an
affiliate of Golden Gate Capital and Infor. As previously announced
on April 26, 2011, Lawson signed a definitive merger agreement to
be acquired by GGC Software, under which Lawson stockholders would
receive $11.25 per share in cash.
The Company also announced that the Federal Trade Commission has
granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 for GGC
Software’s proposed acquisition of Lawson. The transaction has also
received German antitrust clearance.
A special meeting of Lawson stockholders to consider and vote
upon, among other things, the proposed merger has been scheduled
for Wednesday, June 29, 2011, at 10:00 a.m. Central Time at
Lawson’s Corporate Headquarters, Hiawatha & Superior Meeting
Rooms, 380 Saint Peter Street, St. Paul, Minnesota, 55102. Lawson
stockholders of record at the close of business on Friday, May 27,
2011, will be entitled to vote at the special meeting.
The Board of Directors of Lawson has unanimously approved the
GGC Software transaction and recommends that all Lawson
stockholders vote "FOR" the proposal to adopt the merger agreement.
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.
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.
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.
Additional Information and Where To Find It
On May 31, 2011, in connection with the merger, Lawson filed its
definitive proxy statement with the Securities and Exchange
Commission (the "SEC"). Lawson will commence mailing the definitive
proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the merger on or about May
31, 2011. INVESTORS AND SECURITY HOLDERS OF LAWSON ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE MERGER THAT LAWSON WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT LAWSON AND THE MERGER. The definitive proxy
statement (and other relevant materials in connection with the
merger when they become available), and any other documents filed
by Lawson with the SEC, may be obtained free of charge at the SEC's
website at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC 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 and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Lawson’s
stockholders with respect to the merger. Information about Lawson’s
directors and executive officers and their ownership of Lawson’s
common stock is set forth in the proxy statement for Lawson’s 2010
Annual Meeting of Stockholders, which was filed with the SEC on
August 31, 2010. Information regarding the identity of the
potential participants, and their direct or indirect interests in
the merger, by security holdings or otherwise, is set forth in the
definitive proxy statement filed with SEC in connection with the
merger.
Lawson Software, Inc. (MM) (NASDAQ:LWSN)
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