LWSN Lawson Software, Inc. (MM)

Lawson Software (LWSN) recently announced that the stockholders have approve the proposed merger with GGC Software Holdings, Inc., an affiliate of Golden Gate Capital and Infor.

On April 26, 2011, Lawson Software signed a definitive agreement to be acquired by GGC Software Holdings, Inc., an affiliate of Golden Gate Capital and Infor, for approximately $2 billion. Under the terms of the merger agreement, stockholders of Lawson will receive $11.25 per share in cash.

The $11.25 per share cash consideration represents a premium of approximately 14% to Lawson’s closing share price as on March 7, 2011, the last trading day prior to the news about a potential transaction involving the company.

The proposal was approved by approximately 68.9% of the shareholders on May 27, 2011. Earlier, Lawson’s board of directors unanimously approved the transaction and board members who collectively own approximately 9% of Lawson’s outstanding shares agreed to vote their shares in favor of the transaction.

Lawson had earlier hired Barclays Capital, a division of Barclays PLC (BCS) to explore strategic alternatives for the company’s software business and retained the latter as its financial advisor to assist in evaluating the proposal, as well as other possible strategic alternatives.

Following GGC’s merger offer, Lawson conducted a comprehensive market assessment and contacted other potential acquirers. After a thorough review and analysis of the strategic alternatives available to the company, Lawson’s board determined that this merger transaction is in the best interests of the stockholders.

Lawson Software competes primarily in two verticals – health care and retail – which are among the fastest-growing segments of the enterprise resource planning (ERP) market. Lawson operates in a highly competitive market dominated by large players such as Oracle Corporation (ORCL) and SAP AG (SAP) in health care, and JDA Software(JDAS), and others in retail.

 
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