GGC to acquire Lawson Software

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Lawson Software has signed a definitive agreement to be acquired by GGC Software Holdings, an affiliate of Golden Gate Capital and Infor, in a transaction valued at approximately $2 billion.

Under the terms of the agreement, stockholders of Lawson, based in St. Paul, Minn., will receive $11.25 per share in cash, according to a company statement.

Lawson’s board of directors unanimously approved the transaction. Board members, who collectively own approximately 9 percent of Lawson’s outstanding shares, have agreed to vote their shares in favor of the transaction, said Lawson, which provides enterprise software for healthcare and other industries. 

The April 26 announcement marks the culmination of the company’s evaluation of strategic alternatives and review and negotiation of a proposal from Golden Gate and Infor that was confirmed in a press release on March 11, Lawson stated. Golden Gate Capital is a San Francisco-based private equity investment firm with approximately $9 billion of capital under management; Infor provides business software and services.

The transaction is expected to close in the third calendar quarter of 2011, according to Lawson.

The $11.25 per share cash consideration represents a premium of approximately 14 percent to Lawson’s closing share price on March 7, the last trading day prior to news reports speculating about a potential transaction involving the company, and a premium of approximately 35 percent to Lawson’s average closing share price for the 52-week period prior to March 7, the company stated.

In addition, the purchase price represents a premium of approximately 28 percent to Lawson’s closing share price on Jan. 10, 2011, the date prior to Lawson entering into a non-disclosure agreement with Infor.  

The transaction is subject to customary closing conditions, including the approval of Lawson’s stockholders and regulatory approvals. The transaction has fully committed debt financing from Credit Suisse, Bank of America Merrill Lynch, Morgan Stanley, Royal Bank of Canada and Deutsche Bank.

Barclays Capital is acting as financial advisor to Lawson and Skadden, Arps, Slate, Meagher & Flom is acting as its legal advisor.