SOURCE: LAWSON SOFTWARE

Lawson Software

July 08, 2011 18:27 ET

Lawson Software Issues Fundamental Change Notice and Offer to Purchase to Holders of Its 2.50% Senior Convertible Notes due 2012

ST. PAUL, MN--(Marketwire - Jul 8, 2011) - Lawson Software, Inc. today notified holders of its 2.50% Senior Convertible Notes due 2012 (the "Notes") that a Fundamental Change under the Indenture governing the Notes (the "Indenture") has occurred and each holder (the "Holder") of the Notes has the right to require the Company to purchase any or all of such Holder's outstanding Notes on August 8, 2011 (the "Fundamental Change Repurchase Date"). The purchase price (the "Fundamental Change Repurchase Price") for Notes validly surrendered and not validly withdrawn will be $1,000 in cash per $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date.

Holders may surrender their Notes from July 8, 2011 until 5:00 p.m., New York City time, on August 5, 2011 (the "Exercise Expiration Date"). The Company will purchase all Notes that have been validly surrendered and not validly withdrawn prior to the Exercise Expiration Date, on the Fundamental Change Repurchase Date, which is the Business Day (as defined in the Indenture) following the Exercise Expiration Date. The Fundamental Change Repurchase Price for any Notes that are surrendered, and not validly withdrawn, will be paid by The Bank of New York Mellon, as paying agent (the "Paying Agent"), promptly following the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of such Notes to the Paying Agent. The Fundamental Change Repurchase Right is subject, in all respects, to the terms and conditions of the Indenture, the Notes and this Fundamental Change Notice and related notice materials, as amended and supplemented from time to time.

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 Parent. In connection with the Merger, each holder of common stock of the Company immediately prior to the effective time of the Merger (other than the Company or Parent or their respective subsidiaries and any stockholder who perfected their statutory rights of appraisal under Delaware law) was entitled to receive $11.25 per share, less any applicable withholding taxes and without interest. As a result of the successful completion of the Merger, a Fundamental Change (as defined in the Indenture) occurred on July 5, 2011 and accordingly each Holder of the Notes has the right to require the Company to purchase any or all of such Holder's outstanding Notes on the Fundamental Change Repurchase Date.

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, Premium AB is acting as the Certified Adviser.