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Lawson Software, Inc. and Intentia International AB

Lawson Software and Intentia International Combine to Form a Global Leader in Enterprise Software

St. Paul, Minnesota and Stockholm, Sweden (ots/PRNewswire)

  • Combination Creates a Global Leader in Enterprise Software and the Largest Software Provider Dedicated to the Mid-Market Customer Segment
  • Recommended Offer for all Shares in Intentia International in Exchange for Shares of Lawson (1) Common Stock
  • 0.4519 share of Lawson Common Stock is Offered for Each Series B Share in Intentia International
Lawson Software, Inc. ("Lawson" or "Lawson Software") (NASDAQ:
LWSN) today announced an agreement to combine with Stockholm,
Sweden-based Intentia International AB ("Intentia") (XSSE: INT B) in
an all-stock transaction. Based on Lawson's closing stock price of
US$5.92 on May 31, 2005, the transaction is valued at approximately
US$480 million. The transaction has been unanimously approved by the
boards of directors of both companies and is expected to close by
December 31, 2005, subject to certain closing conditions. The
companies will host a conference call to discuss the announcement
today at 9 a.m. US EDT and 3 p.m. CET (see details toward end of this
news release).
Upon completion of the transaction, the company will operate under
the name Lawson Software with US headquarters in St. Paul, Minnesota,
and international operations headquartered in Stockholm, Sweden. The
transaction will create a new company with more than 3,500 employees
serving approximately 4,000 customers in 40 countries with business
applications for the services, manufacturing, distribution and
maintenance sectors spanning multiple industry categories. Bringing
together these two highly complementary companies of similar size
will create a new entity with significant global scale and a strong
balance sheet that supports long-term viability and an ability to
invest in innovation.
"This is not a typical software consolidation." said Richard
Lawson, chairman of the board, Lawson Software. "This is a
combination of equal companies that has tremendous growth potential
in the enterprise software market. We are very excited about going
forward as a unified organisation with a strong financial position
and strong balance in our customers, people, products, industry
markets, and geographies."
"This is a winning combination for shareholders, clients, and
employees," said Dr. Romesh Wadhwani, chairman of the board,
Intentia. "Shareholders will benefit from the greater scale, growth
and profit potential of the combined business. Customers will benefit
from the superior value of the great solutions and technology that
each company has developed for its target vertical markets. To help
our customers with their purchasing decisions of either the Intentia
or Lawson platforms or applications, we are committed to providing
new releases, enhancements and support for our core products for at
least five years. Because there is little product and geographic
overlap, the new company can retain our service and support
organisations for our existing products with no disruption. We can be
a single-source supplier to our customers offering them a broader
range of industry-specific ERP applications. Employees will benefit
from being part of a leading global company. Because there is little
overlap in geographies or products, the impact on employee
opportunities should be positive."
Richard Lawson and Romesh Wadhwani will serve as co-chairmen of
the new company. Richard Lawson co-founded Lawson in 1975 and has led
the technology vision for the company throughout its 30-year history.
Romesh Wadhwani, also chairman and CEO of Symphony Technology Group,
is a 30-year software industry executive and strategist. He was the
founder and former chairman and CEO of Aspect Development, Inc., and
was vice chairman of i2 Technologies following i2's purchase of
Aspect in 1999. The co-chairmen provide more than 60 years of
combined experience in the software industry. The new board of
directors of the combined company will consist of three directors
from Lawson, three directors from Intentia, two new directors to be
selected and Harry Debes, who will be assuming the chief executive
officer position in the combined company as discussed below.
Jay Coughlan, president and CEO of Lawson, has announced that he
will be stepping down from his role and leaving Lawson after a
transition period to be determined (see separate release issued
today).
Effective June 15, 2005, Harry Debes will join Lawson as president
and CEO. Debes has been a senior executive in the enterprise software
industry for more than 20 years. Previously, he ran Geac
Asia-Pacific, Geac Enterprise Solutions for the Americas, and
America's field operations for J.D. Edwards, which included all sales
and services. Following J.D. Edwards' acquisition by PeopleSoft,
Debes left to become president and CEO of SPL Worldgroup, a leading
provider of enterprise software to the electrical utility industry.
Debes brings to Lawson deep knowledge of the enterprise software
industry, proven business and operational skills, and a strong focus
on delivering customer value and satisfaction.
Robert Barbieri will continue in his role as chief financial and
performance officer of Lawson during and after the close of the
transaction. He also brings strong credentials from his previous
experience as CFO of a large public company as well as his deep
knowledge of Lawson. Barbieri joined Lawson in August 2000 as CFO and
executive vice president of operations and was instrumental in
leading Lawson from a privately held to a publicly traded company. At
Lawson, Barbieri has provided leadership for business strategy and
transformation operations, global finance, lender and investor
relations, strategic planning and implementation, acquisitions and
corporate development. From January 1997 to August 2000, Barbieri
worked at Apogee Enterprises, Inc., where he served as vice president
and CFO. From 1984 to 1997, Barbieri worked at Air Products and
Chemicals, Inc., where he was controller for the general industries
division of the gases group.
Upon the close of the transaction, Bertrand Sciard, president and
CEO of Intentia, will become chief operating officer of the combined
company with responsibility for all global field operations. Sciard's
deep industry knowledge and global experience in sales and services
make him a strong fit for this global role. Before joining Intentia
in March 2004, Sciard was executive vice president of Geac, with
responsibility for all operations within EMEA and Asia Pacific.
Previously, Sciard was European managing director of JBA Plc, and
president and CEO of Presys. He also held several senior roles at IBM
for 17 years.
The combined company will specialise in serving medium and large
enterprises with a comprehensive product portfolio that encompasses
all core enterprise resource planning, performance management, supply
chain and asset management applications. Lawson products focus on
financial, human resources, procurement, and retailing, while
Intentia products focus on manufacturing, distribution and
maintenance applications. As a result, the two companies have little
overlap in products, customers, industry focus or geographies. This
strong fit is expected to simplify the integration of the companies,
minimising customer impact. The combination also simplifies
purchasing decisions for customers by offering more solutions from a
single vendor with scale and a very strong balance sheet. The minimal
overlap provides near-term opportunities for cross-selling of
products to the combined customer base.
The company will provide solutions to serve a broad cross-section
of industries. Intentia's industry-specific focus in fashion, food
and beverage, wholesale, asset-intensive and manufacturing areas is
complementary to Lawson's focus in healthcare, retail, government,
education, and financial services.
Lawson's strong US presence complements Intentia's strength in
Europe and the Asia-Pacific region. The combined company will have a
large, balanced global presence with approximately 45 per cent of the
combined revenues from North America, 45 per cent from Europe and 10
per cent from the Asia-Pacific region.
The new company will be the largest enterprise applications
supplier dedicated to the mid-market customer segment, offering
solutions that can scale to meet the needs of the largest
enterprises. Industry analysts anticipate spending on business
software by small and mid-sized companies to increase after years of
lagging IT investments. Both Lawson and Intentia have demonstrated
success in meeting the unique requirements of mid-market clients, and
the scale of the new company provides added resources to dedicate to
this fast-growing market segment.
"This agreement is a milestone for both Lawson and Intentia and I
am pleased to have Romesh join me as co-chairman of the board of
directors. The combination of two companies of similar size will
provide the scale to greatly enhance our global competitive position,
and will present a strong new choice in the enterprise applications
marketplace to fill the gap created by industry consolidation," said
Richard Lawson. "The mid-market needs a provider with global reach, a
broad product portfolio, industry-specific solutions across multiple
categories, world-class partners and staying power. In addition, the
combination positions Lawson in the top tier among enterprise
applications providers worldwide and creates one of the largest
providers of enterprise applications for IBM environments. Intentia
is among the top IBM eServer partners globally and Lawson has been a
leading provider of enterprise applications for the IBM eServer
platform for many years. We are committed to continued investments in
R&D to enhance our existing products as well as new applications
using our recently announced Landmark development process."
Based on a service-oriented architecture, Landmark is designed to
enable Lawson and its clients to quickly and easily modify and
customise business processes for rapidly changing specific business
or technology needs. The new model dramatically reduces the source
coding required for applications and will result in virtually
error-free, consistent Java code. Landmark will complement Intentia's
suite of Java-based, enterprise scale applications that conform to
industry standards for integration, interoperability, and
service-orientated architecture.
Lawson reported revenues of US$364 million in the fiscal year
ended May 31, 2004, and Intentia reported revenues of SEK 2,983
million (approximately US$406 million) for the fiscal year ended
December 31, 2004. Pro forma financial information for the combined
companies on a US GAAP (generally accepted accounting principles)
basis is not presently available and will be provided in the Offer
Prospectus and Lawson's Registration Statement on Form S-4 in the
United States. In addition, Intentia's financial statements that are
reconciled to US GAAP are not presently available. Lawson and
Intentia anticipate that such reconciliation will reallocate both
revenues and expenses for Intentia among different periods than
reported under Swedish GAAP, and under certain circumstances, some
Intentia revenue recognised under Swedish GAAP, but deferred in the
US GAAP reconciliation, will not be recognised in future periods as a
result of customary purchase accounting. These non-cash US GAAP
reconciling adjustments and the non-cash purchase accounting
adjustments could be substantial.
Lawson and Intentia expect the net effect of the transaction will
be accretive to earnings in the first year after the close of the
transaction.
The Offer
Lawson and Intentia will effect their business combination through
a recommended public offer (the "Offer") for (i) all outstanding
Intentia Series A and Series B shares and (ii) all outstanding
warrants to purchase Series B shares, in exchange for shares of
Lawson common stock. Under the Offer, Lawson would issue
approximately 81 million shares of its common stock, with an
aggregate transaction value of approximately US$480 million, based on
the closing price of the Lawson common stock on May 31, 2005. The
Offer is expected to result in Lawson's stockholders owning
approximately 56.75 per cent, and Intentia's stockholders owning
approximately 43.25 per cent, of Lawson based on the Lawson capital
stock and Series A and Series B Intentia capital stock, calculated on
a fully-diluted basis using the treasury method. Lawson and Intentia
have entered into a Transaction Agreement in connection with the
Offer and certain stockholders of each company have entered into
Irrevocable Undertakings with respect to the Offer. Lawson and
Intentia intend that the Merger (as defined) and the exchange of the
Intentia shares and warrants pursuant to the Offer, together, will
qualify as an exchange within the meaning of Section 351 of the
United States Internal Revenue Code.
In connection with the Offer, Lawson plans, subject to completion
of documentation required by applicable laws and regulations as
mutually agreeable to both parties, to make an offer to purchase all
outstanding 5% Convertible Subordinated Notes due 2006 (the "Notes")
of Intentia for cash equal to the principal amount of each
outstanding Note plus accrued but unpaid interest, if any, to the end
of the acceptance period.
As a technical matter, the Offer will be made by Lawson Holdings,
Inc, ("Holdings"), a new Delaware holding corporation created to
effect the Offer. At the time all conditions to the Offer are
satisfied or waived, subject to shareholder approval, Lawson Software
will complete the holding company reorganisation (the
"Restructuring"). As part of the Restructuring, Lawson Acquisition,
Inc., a Delaware corporation and wholly owned subsidiary of Holdings,
will merge with and into Lawson Software, with Lawson Software as the
surviving corporation (the "Merger"). By virtue of the Merger, each
share of Lawson Software's outstanding common stock will be
converted, on a one share for one share basis, into a share of
Holdings common stock. Lawson Software will become a wholly owned
subsidiary of Holdings, which will become the public company listed
on Nasdaq with the same capitalisation, articles and bylaws as Lawson
Software, and will assume all of Lawson Software's obligations under
existing stock option plans or grants. The consideration under the
Offer will be newly issued shares of Holdings common stock. All
references to Lawson include Lawson Software in this press release
prior to the Restructuring and Holdings as the successor public
company after the Restructuring.
In the offer:
  • Lawson is offering 0.5061 newly issued share of Lawson common stock for each outstanding Series A share. (2)
  • Lawson is offering 0.4519 newly issued share of Lawson common stock for each outstanding Series B share.
  • Lawson is offering 0.2157 newly issued share of Lawson common stock for each warrant to purchase Series B shares of Intentia.
No commission will be charged on securities tendered under the
Offer. To the extent holders of Intentia's securities are entitled to
receive fractions of Lawson shares, such fractions will be sold by a
financial institution on a best efforts basis on the Nasdaq National
Market on behalf of the Intentia security holders and the proceeds
remitted in SEK to the Intentia security holders so entitled. Lawson
does not currently hold any shares issued by Intentia.
Lawson expects to apply to list Swedish Depositary Receipts for
Lawson common stock on the O-list of the Stockholm Exchange pursuant
to the Stockholm Exchange's policy on secondary listing.
The laws of Sweden, the Swedish Industry and Commerce Stock
Exchange Committee's (Näringslivets Börskommitté) rules concerning
public offers for the acquisition of shares ("NBK's Rules") and the
Securities Council's (Aktiemarknadsnämnden) rules of interpretation
and implementation shall apply to the Offer.
The offer for the Notes will be financed by liquid funds and
existing credit facilities within the Lawson group.
Offer Premium and Offer Value
Based on the closing prices for Lawson and Intentia Series B
shares on the Nasdaq National Market and the Stockholm Stock
Exchange, respectively, on May 31, 2005, the Offer for the Series B
shares corresponds to a premium of approximately 36 per cent.
Assuming full acceptance of the Offer, approximately 81 million
shares in Lawson will be issued. Based on the closing price for
Lawson shares on May 31, 2005, the total value of the Offer amounts
to approximately SEK 3.6 billion (USD$480 million) based on the
currency exchange rate of US$0.135 per SEK.
Recommendation by the Intentia Board of Directors
After careful consideration, the Intentia board of directors
unanimously determined that the Offer, the Transaction Agreement and
the transactions contemplated thereby are advisable and fair to and
in the best interests of Intentia and its stockholders, approved the
Transaction Agreement and the transactions contemplated thereby, and
unanimously recommends the acceptance of the Offer by Intentia's
stockholders and holders of the Notes.
The Intentia board of directors has retained Deutsche Bank
Securities as exclusive financial advisor in connection with the
Offer. Deutsche Bank Securities has provided a fairness opinion to
the Intentia board that, as of June 2, 2005, the Series B exchange
ratio is fair, from a financial point of view, to the holders of the
Series B shares of Intentia. The entire opinion will be included in
the Offer prospectus and Registration Statement.
Recommendation by the Lawson Board of Directors
After careful consideration, Lawson's board of directors
unanimously approved the Offer, the Merger, the Transaction Agreement
and the transactions contemplated thereby and recommended that the
Lawson stockholders approve the Merger and the issuance of the Lawson
shares of common stock in connection with the Offer.
The Lawson board of directors has retained Lehman Brothers as
exclusive financial advisor in connection with the Offer. Lehman
Brothers has provided a fairness opinion to the Lawson board
regarding the fairness to Lawson, as of the date of such opinion, of
the blended exchange ratio to be paid by Lawson in the Offer. The
entire opinion will be included in the Offer prospectus and
Registration Statement.
Conditions to the Offer
Completion of the Offer is subject to satisfaction of the
following conditions:
1. That the Offer is accepted to such an extent that Lawson
becomes the owner of shares (including warrants to purchase shares)
representing more than 90% of each of the outstanding shares and
voting power in Intentia on a fully diluted basis (defined for this
purpose to include all shares issuable pursuant to outstanding
warrants but exclude shares issuable pursuant to outstanding
convertible securities);
2. That the recommendation by the Board of Directors of Intentia
that Intentia shareholders accept the Offer has not been withdrawn or
materially adversely modified;
3. That the shares of Lawson to be issued under the Offer are
approved for listing on the Nasdaq National Market;
4. That all necessary approvals from public authorities, including
competition authorities, are obtained on terms reasonably acceptable
to Lawson;
5. That Lawson's Registration Statement on Form S-4 in the United
States, which will register the shares of Lawson common stock to be
issued pursuant to the Offer, has become effective under the
Securities Act of 1933, as amended, and is not the subject of any
stop order or proceeding seeking a stop order;
6. That Lawson's stockholders have approved the Merger and the
issuance of the Lawson shares in connection with the Offer by the
required vote under Nasdaq rules;
7. That no buyer publicly announces an offer to acquire shares in
Lawson, which, based on the good faith determination by the Board of
Directors of Lawson of its fiduciary obligations to its stockholders
under law in the United States, results in the withdrawal or
material, adverse modification of the recommendation by the Board of
Directors of Lawson that the Lawson stockholders approve the Merger
and the issuance of shares of Lawson in connection with the Offer;
provided that the Lawson Board of Directors may not withdraw or
modify its recommendation unless (i) it receives an alternative
acquisition proposal, (ii) it provides Intentia prior notice of
Lawson's Board meeting to consider the alternative proposal, (iii) a
majority of Lawson's Board makes a good faith determination (with the
consultation of its legal and financials advisors) that the
alternative acquisition proposal represents a superior proposal, (iv)
Lawson's Board determines in good faith that the Board recommendation
change is required in order to satisfy the Board's fiduciary duties
to Lawson's stockholders, and (v) Lawson shall not have violated its
non-solicitation obligation to Intentia; (3)
8. That Intentia does not take any measures which are reasonably
likely to have a material adverse effect on the satisfaction of the
conditions to the Offer or its implementation, including any of the
following that are reasonably likely to have such an effect: (i)
disposing of a material part of Intentia's assets, (ii) declaring or
paying any dividends on or make any other distributions (whether in
cash, stock or property) in respect of any of Intentia's capital
stock, (iii) increasing or agreeing to increase the compensation
payable or to become payable to Intentia's officers or, except in
accordance with past practice, employees, (iv) granting or agreeing
to grant any severance or termination pay except in accordance with
past practice or with the consent of Lawson, or (v) operating
Intentia in a manner other than in the ordinary course of its
business;
9. That prior to the expiration of the acceptance period, the
combination of Lawson and Intentia is not prohibited or significantly
impaired, or the ownership or operation of Intentia by Lawson is
prohibited or significantly impaired, as the result of legislation,
actions of a court or public authority, or similar events in Sweden,
in the United States, or in another country, which have occurred or
is expected to occur;
10. That no material adverse effect on Intentia's financial
condition or operations has occurred or exists; "material adverse
effect" shall mean any change, effect, event, state of facts or
inaccuracy (including, without limitation, any inaccurate or
misstated information made public by Intentia or any information
which should have been made public by Intentia and has not been made
public), that has not been made public or disclosed in writing to
Lawson prior to the announcement of this Offer and that has had a
material adverse effect on Intentia's business, results of
operations, or financial condition; provided, however, no changes,
effects, events or state of facts related to any of the following
shall be deemed to constitute, nor shall any of the following be
taken into account in determining whether there has been, a material
adverse effect: (a) conditions affecting the software industry
generally or the economy of any country where Intentia has conducted
operations generally; (b) the announcement or pendancy of the Offer;
(c) conditions affecting general world-wide economic, business or
capital market conditions; (d) changes in applicable laws or
accounting principles after the date hereof; or (e) an outbreak or
escalation of hostilities involving the United States or Sweden, the
declaration of the United States or Sweden of a national emergency or
war, or the occurrence of any acts of terrorism;
11. That Intentia, after the date of this press announcement, has
not issued any shares of its capital stock or granted any options,
rights or warrants to purchase any such capital stock or any
securities convertible into or exchangeable for any such capital
stock, except upon the exercise of warrants, options or convertible
securities outstanding on the date hereof or with the prior written
approval of Lawson; and
12. Lawson shall have received an opinion of Dorsey & Whitney LLP,
counsel to Lawson, and Intentia shall have received an opinion of
O'Melveny & Myers LLP, counsel to Intentia, respectively, that the
Merger and the exchange of the Intentia shares and warrants pursuant
to the Offer, together, will qualify as an exchange within the
meaning of Section 351 of the United States Internal Revenue Code.
Lawson may withdraw the Offer in the event that it is clear that
any of the above conditions are not fulfilled or cannot be fulfilled.
However, with regard to the conditions 2 through 5 and 7 through 12
such withdrawal will only be made provided that the failure of the
relevant condition is of material importance to Lawson's acquisition
of Intentia.
Lawson reserves the right to waive, in whole or in part, all of
the conditions set out above, save for conditions 3 through 6 and 12.
However, condition 1 will not be waived if Lawson would obtain less
than 70% of the outstanding shares and voting power of Intentia.
Irrevocable Undertakings
Symphony Technology Group ("Symphony") and Tennenbaum Capital
Partners, LLC ("Tennenbaum"), which group owns in the aggregate
4,580,384 shares of Series A and 59,217,099 shares of Series B in
Intentia, representing 38 per cent of the capital and 49 per cent of
the votes in Intentia, and 23,000,000 warrants to purchase Series B
shares of Intentia, representing all of Intentia's outstanding
warrants, have each undertaken, pursuant to an agreement providing
that such undertakings shall be irrevocable until the closing of the
Offer or that date which is six months following termination of the
Offer: (i) to accept the Offer, tender all of their shares and
warrants and not withdraw their shares or warrants once tendered,
(ii) to vote against competing acquisition proposals, (iii) not to
transfer any of their Intentia shares or warrants and (iv) not to
solicit competing proposals for the acquisition of Intentia.
Richard Lawson, John Cerullo and William Lawson, which group owns
35,526,226 shares of Lawson common stock, or 35 per cent of the
outstanding shares, have each undertaken, pursuant to an agreement
providing that such undertakings shall be irrevocable until the
closing of the Offer or that date which is six months following
termination of the Offer: (i) to vote all of their respective Lawson
shares at the Special Meeting of Lawson Stockholders in favour of the
Merger and the approval of the issuance of Lawson Shares to be
offered to Intentia stockholders in the Offer, (ii) to vote all of
their respective Lawson shares at the Special Meeting of Lawson
Stockholders against any competing acquisition proposals and (iii)
not to transfer any of their Lawson shares, and (iv) not to solicit
competing proposals for the acquisition of Lawson.
Transaction Agreement
Lawson and Intentia have entered into a Transaction Agreement in
connection with the Offer. Each of the parties has agreed that it
will not to solicit, encourage or facilitate an alternative
acquisition proposal for such party, or furnish information regarding
such party to a third party and it will notify the other party upon
receipt of any alternative acquisition proposals. Neither party will
engage in any discussions with any third party with respect to an
alternative acquisition proposal, or provide information to such
third party, unless a party receives a bona fide unsolicited written
acquisition proposal and a majority of such party's board (with the
consultation of its legal and financial advisors) in a good faith
determines that such proposal represents a superior proposal and that
such discussions with the third party are required in order to comply
with such party's fiduciary obligations to its stockholders.
Lawson and Intentia have also agreed that their respective board
recommendations shall not be amended, modified or altered in any way
adverse to the other party, unless the party changing its
recommendation (i) receives an alternative acquisition proposal, (ii)
provides the other party prior notice of the party's board meeting to
consider the alternative proposal, (iii) the majority of that party's
board has made a good faith determination (with the consultation of
its legal and financial advisors), that the alternative acquisition
proposal represents a superior proposal, (iv) the party's board
determines in good faith that the board recommendation change is
required in order to comply with such party's fiduciary obligations
to its stockholders, and (v) the party shall have not violated its
non-solicitation obligations to the other party.
Lawson has agreed to extend the Offer for successive extension
periods not in excess of ten (10) business days per extension if, at
the scheduled expiration date of the Offer or any extension thereof,
the Conditions 1 or 4 set forth above shall not have been satisfied
or waived up through any termination of the Transaction Agreement in
accordance with its terms.
Intentia has agreed to redeem the Notes, subject to the
announcement that the conditions to the Offer have been fulfilled, on
the date set for the expiration of the acceptance period for the
Offer contained in the Offer Prospectus, as such date may be extended
in accordance with the Transaction Agreement.
Lawson shall pay Intentia a termination fee of US$14,250,000 under
certain circumstances if (A) an alternative acquisition proposal is
made, the Offer is not consummated, and an acquisition of Lawson is
subsequently consummated, or (B) the board of Lawson amends, modifies
or alters its recommendation to its stockholders regarding the Offer
in a manner adverse to Intentia.
Intentia shall pay Lawson a termination fee of US$5,400,000 under
certain circumstances if (A) an alternative acquisition proposal is
made, the Offer is not consummated, and an acquisition of Intentia is
subsequently consummated, or (B) the board of Intentia amends,
modifies or alters its recommendation to its stockholders regarding
the Offer in a manner adverse to Lawson.
Preliminary Timetable
It is estimated that an Offer prospectus will be distributed to
the shareholders of Intentia as soon as possible after Lawson's
Registration Statement on S-4 is declared effective in the United
States. Under applicable Swedish rules, the Offer prospectus is
required to be distributed no later than five weeks following the
date of this press release. Lawson has obtained an exemption from
this requirement from the Swedish Securities Council in order to
coordinate its compliance with laws and rules in both Sweden and the
United States. The acceptance period of the Offer, which will last at
least 20 business days, will be set out in the Offer Prospectus.
Lawson reserves the right to extend the acceptance period and Lawson
will extend the acceptance period for consecutive 10 business day
periods under certain circumstances. The Offer is expected to close
prior to December 31, 2005. As further information regarding the
timing becomes available, Lawson will announce it.
Advisors
Lehman Brothers, Inc. is Lawson's financial advisor in conjunction
with the Offer.
Dorsey & Whitney LLP and Gernandt & Danielsson Advokatbyrå KB are
Lawson's legal counsel in conjunction with the Offer.
Deutsche Bank Securities Inc. is Intentia's financial advisor in
conjunction with the Offer.
O'Melveny & Myers LLP and Linklaters Advokatbyrå AB are Intentia's
legal counsel in conjunction with the Offer.
Conference Call
The companies will host a conference call to discuss today's
announcement at 3:00 p.m. CET/ 9:00 a.m. US EDT today, June 2, 2005.
Interested parties may listen to the call by dialling +1-888-942-8134
if dialling from the United States. or +1-517-308-9017 if dialling
from a location outside the United States. Passcode is Lawson 62. A
live webcast will also be available on www.intentia.com and
www.lawson.com. Interested parties should dial into the conference
call or access the webcast approximately 10-15 minutes before the
scheduled start time. A replay will be available approximately one
hour after the conference call concludes and will remain available
through the close of business June 16, 2005. The replay number is
+1-888-277-9385 in the US and +1-402-998-0509 for callers from
outside the United States. The webcast will remain on
www.intentia.com and www.lawson.com for approximately two weeks.
About Lawson
Lawson provides business application software and services that
put time on the side of services organisations in the healthcare,
retail, government and education, banking and insurance and other
markets. Lawson's software suites include enterprise performance
management, distribution, financials, human resources, procurement,
retail operations and service process optimisation. Headquartered in
St. Paul, Minnesota, Lawson has offices and affiliates serving North
and South America, Europe and Africa. Additional information is
available at www.lawson.com .
About Intentia
Intentia is a global enterprise solutions provider 100% dedicated
to bringing software applications and consulting services to
companies whose core processes involve manufacturing, distribution
and maintenance.
Intentia customers are typically medium to large organisations
that operate in complex supply chains with tough competition and
limited internal resources. They require the reliability, experience
and security of a substantial supplier with the flexibility and
specialist knowledge of their industries and processes.
Intentia solutions are built from the ground up with the specific
needs of these customers in mind, and the ability to grow and change
easily with their businesses. They simplify complex processes,
anticipate customer demands and deliver added value in both the short
and long term-making them the intelligent choice.
Intentia was founded in 1984 and serves over 3,000 customer sites
in some 40 countries around the world. Our business solutions
currently comprise enterprise management, supplier relationship
management, customer relationship management, supply chain
management, value chain collaboration, enterprise performance
management and workplace management.
Intentia is a public company traded on the Stockholm Stock
Exchange (XSSE) under the symbol INT B.
Visit Intentia's website at www.intentia.com for press information
including press releases, information for investors, and company and
product information.
Forward-Looking Statements
Management of Lawson and Intentia believe certain statements in
this press release may constitute forward-looking statements with
respect to the financial condition, results of operations and
activities of Lawson and Intentia with respect to these items.
These forward looking statements including statements regarding
the expected closing date of the transaction, accretive nature of the
acquisition, the expected benefits of the combination and growth of
the combined entity, projected future customers, opportunities for
growth, the purchase price, the number of shares of Lawson stock to
be issued and other statements that are not historical fact. These
forward-looking statements are based on currently available
competitive, financial and economic data together with management's
views and assumptions regarding future events and business
performance as of the time the statements are made. Actual results
may differ materially from those expressed or implied in the
forward-looking statements and are subject to certain risks,
uncertainties and other factors that are beyond the control of Lawson
and Intentia.
Such risks and uncertainties include but are not limited to, the
companies' ability to integrate operations and retain key personnel,
satisfaction of conditions to closing, including regulatory
approvals; changes in the demand for business process software
solutions, particularly in light of competitive offerings; the timely
availability and market acceptance of new products and upgrades; the
impact of competitive products and pricing; the discovery of
undetected software errors; the companies' ability to realise the
synergies and operating efficiencies anticipated from the
acquisition; changes in the financial condition of the companies'
major commercial customers and the companies' future ability to
continue to develop and expand their product and service offerings to
address emerging business demand and technological trends and other
factors discussed in Lawson's Quarterly report on Form 10-Q, for the
quarter ended February 28, 2005. As a result of these factors the
business or prospects expected by the company as part of this
announcement may not occur. The companies undertake no obligation to
revise or update publicly any forward-looking statements.
Additional Information and Where to Find it
Lawson intends to file a registration statement on Form S-4
containing a proxy statement/prospectus/offering memorandum in
connection with the proposed acquisition of Intentia by Lawson
pursuant to the terms of the Transaction Agreement by and between
Lawson and Intentia. The proxy statement/prospectus/offering
memorandum will be mailed to the stockholders of each of Lawson and
Intentia and the security holders of Lawson and Intentia are urged to
read the proxy statement/prospectus/offering memorandum and other
relevant materials when they become available because they will
contain important information about the Offer, Lawson and Intentia.
Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with
the Securities and Exchange Commission at the Securities and Exchange
Commission's web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the Securities and Exchange Commission by Lawson by going to Lawson's
Investor Relations page on its corporate Web site at www.lawson.com.
Lawson and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders
of Lawson in connection with the transaction described herein.
Information regarding the special interests of these directors and
executive officers in the transaction described herein will be
included in the proxy statement/prospectus/offering memorandum
described above. Additional information regarding these directors and
executive officers is also included in Lawson's proxy statement for
its 2004 Annual Meeting of Stockholders, which was filed with the SEC
on or about September 27, 2004. This document is available free of
charge by contacting the SEC or Lawson as indicated above.
The Offer is not being made, directly or indirectly, in or into
the Australia, Japan, Canada, New Zealand or South Africa, and it may
not be accepted in or from Australia, Japan, Canada, New Zealand or
South Africa. In addition the Offer is not directed towards any
person, whose participation requires an additional prospectus,
registration or other measures than those required by Swedish or US
law. No documentation relating to the Offer may be distributed in or
into any country where such distribution or offering requires an
additional prospectus, registration or other measures than those
required by Swedish or US law. This press release has been translated
into the Swedish language. In the event of any discrepancy between
the Swedish version and the English version, the English version
shall prevail.
[1] As part of the contemplated combination, Lawson Software
intends to complete a holding company restructuring. All references
to Lawson refer to either Lawson Software or the public holding
company that will result from the restructuring. For further details,
see "The Offer" below.
[2] The Swedish Securities Council has in its statement 2005:13
stated that the premium paid for Series A shares compared to Series B
shares, 12 per cent, is in compliance with best practice (Sw. god
sed) on the Swedish stock market.
[3] The Swedish Securities Council has in its statement 2005:16
stated that a condition of this type is in compliance with best
practice (Sw. god sed) on the Swedish stock market provided that the
assessment of the Board of Directors is based on a professional legal
analysis of US Law.
The news release can be downloaded from the following link:
http://hugin.info/1103/R/996978/151517.pdf

Contact:

Lawson Software: Media contact: Terry Blake, Director, Corporate
Communications, +1-651-767-4766, terry.blake@lawson.com; Investor and
analyst contact: Barbara Doyle, Vice President, Investor Relations,
+1-651-767-4385, barbara.doyle@lawson.com. Intentia International:
Media contact: Lut Verschueren, Global Press Relations Manager,
+32-473-71-32-92, lut.verschueren@intentia.be. Investor and analyst
contact: Odella Schattin, Investor Communications Manager,
+46-733-27-51-77, odella.schattin@intentia.se