EX-99.1
3
a06-10196_3ex99d1.htm
EX-99
Exhibit 99.1
FOR RELEASE AT 9:05 a.m. Eastern Time
Lawson Software
Intentia
Terry Blake
Niklas Björkqvist
Media
General Counsel
+1-651-767-4766
Telephone:
+46-8-5552 5249
terry.blake@lawson.com
Fax:
+46-8-5552 5999
Cell phone:
+46-733-27 5249
niklas.bjorkqvist@intentia.se
Lawson Software
Intentia
Barbara Doyle
Micaela
Sjökvist
Investor Relations
Investor
Relations
+1-651-767-4385
Telephone:
+46
8 5552 5000
barbara.doyle@lawson.com
Cell
phone:
+46
70 698 6646
micaela.sjokvist@intentia.se
LAWSON
SOFTWARE AND INTENTIA INTERNATIONAL COMPLETE COMBINATION
Acceptance Period for The Offer
is Extended to Permit Late Tenders
Combined Company is a New
Leader in Enterprise Applications,
Serving 4,000 Customers in 40 Countries
ST. PAUL, Minn., and STOCKHOLM, Sweden - April 25,
2006 -
Lawson Software, Inc. ("Lawson") (Nasdaq:
LWSN) and Intentia International ("Intentia") (XSSE: INT B) today announced the fulfillment of
conditions of the offer and the completion of their combination. Holders of shares
and warrants in Intentia, representing 5,119,604 shares of series A,
157,505,164 shares of series B, and 23,000,000 warrants, corresponding to
approximately 97.4 percent of the shares and approximately 97.9 percent of the votes
in Intentia on a fully diluted basis (including all shares issuable pursuant to
outstanding warrants but excluding shares issuable pursuant to outstanding
convertible securities), accepted Lawson's offer to exchange their shares and
warrants for newly issued shares of Lawson common stock (the "Exchange
-more-
Offer"). Lawson has also completed its reorganization merger in
connection with the combination. All conditions for the completion of the Exchange
Offer have been satisfied and settlement of the Exchange Offer, whereby holders
of shares and warrants in Intentia will receive VPC-registered Lawson common
stock in exchange, is expected to commence promptly.
Lawson was approved for a secondary listing at the Stockholm Stock
Exchange on April 24, 2006. VPC-registered Lawson common stock will
commence trading on the Swedish Stock Exchange under the symbol LWSN as soon as
practicable after settlement of the Exchange Offer. Following Lawson's holding
company reorganization, which will be effective as of the open of trading on
Nasdaq on April 25, 2006, Lawson common stock will continue to trade on
the Nasdaq National Market under the symbol LWSN and will be assigned a new
CUSIP (52078P102). No new certificates will be issued as a result of the
reorganization, and holders of Lawson common stock will not need to exchange
any certificates representing the Lawson common stock they hold.
To enable those holders of shares in Intentia who have not yet tendered
their shares to participate in the Exchange Offer, the Exchange Offer has been
further extended up to and including May 5, 2006, 5:00 p.m. (CET).
Shares tendered during the extended acceptance period are expected to settle commencing
the week following the expiration of the extended acceptance period. After the
extension, Lawson intends to initiate compulsory acquisition proceedings regarding
the shares that have not been tendered in the Exchange Offer.
New Company is a Leader in Enterprise
Applications
The combination of Lawson and Intentia creates a global leader in
enterprise applications with approximately 4,000 customers in more than 40
countries. "As we close this chapter on the merger exercise, we begin the task
of executing our plans and fulfilling the promise of a new, larger, stronger,
global Lawson", said Harry Debes, Lawson Software's president and chief
executive officer. "We are convinced that the market wants legitimate and
credible choices and this combination makes us a strong contender in numerous
markets around the globe".
2
About
Lawson Software
Lawson Software provides
business application software and consulting services to services organizations
in the healthcare, retail, government and education, banking and insurance and
other markets. Lawson's software suites include enterprise performance
management, distribution, financials, human capital management, procurement,
retail operations and service process optimization. With headquarters in St.
Paul, Minn., Lawson has offices and affiliates serving North and South America,
Europe, and Africa. Lawson Software and Lawson are registered trademarks of
Lawson Software, Inc. All rights reserved.
About Intentia
Intentia is the only global
enterprise solutions provider 100% dedicated to bringing software applications
and consulting services to companies whose core processes involve
manufacturing, distribution and maintenance-what we call the "make, move and
maintain" market.
100% of our resources are committed to this
market.
100% of our software is designed for this
market.
100% of our experience is in serving this
market.
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
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, and Intentia 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. The
companies are not obligated to update forward-looking statements based on
circumstances or events that occur in the future. Risks and uncertainties that may cause
such differences include but are not limited to: uncertainties in Lawson's ability to realize
synergies and revenue opportunities anticipated from the Intentia International
acquisition; uncertainties in the software industry; global military conflicts;
terrorist attacks in the United States, and any future events in response to
these developments; changes in conditions in the company's targeted service
industries; increased competition and other risk factors listed in the company's
most recent Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission and as included in Lawson Holding's Form S-4 Proxy
Statement/Prospectus filed with the Commission.
Additional Information and Where to Find It
Lawson has filed a
registration statement on Form S-4 containing a proxy statement/prospectus
in connection with the proposed acquisition of Intentia by Lawson pursuant to
the terms of the Transaction Agreement by and between Lawson and Intentia. On
or about March 22, 2006, the proxy statement/prospectus was mailed to the
stockholders of Lawson and Intentia security holders who are U.S. persons. Lawson
has also filed and registered a prospectus with the Swedish Financial
Supervisory Authority. The security holders of Lawson and Intentia are urged to
read
3
the proxy
statement/prospectus and other relevant materials because they contain
important information about the offer. Investors and security holders may obtain
free copies of these documents and other documents filed with the Securities
and Exchange Commission at the Securities and Exchange Commission's website 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 website
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 described above. Additional
information regarding these directors and executive officers is also included
in Lawson's proxy statement, which was also filed as part of the Form S-4
submission filed with the SEC. This document is available free of charge by
contacting the SEC or Lawson as indicated above.
THIS PRESS RELEASE MAY NOT
BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO OR FROM AUSTRALIA, JAPAN, CANADA,
NEW ZEALAND OR SOUTH AFRICA.
#
# #
4

EX - 99 . 1 3 a06 - 10196 _ 3ex99d1 . htm EX - 99 Exhibit 99 . 1 FOR RELEASE AT 9 : 05 a.m. Eastern Time Lawson Software Intentia Terry Blake Niklas Björkqvist Media General Counsel + 1 - 651 - 767 - 4766 Telephone : + 46 - 8 - 5552 5249 terry.blake@lawson.com Fax : + 46 - 8 - 5552 5999 Cell phone : + 46 - 733 - 27 5249 niklas.bjorkqvist@intentia.se Lawson Software Intentia Barbara Doyle Micaela Sjökvist Investor Relations Investor Relations + 1 - 651 - 767 - 4385 Telephone : + 46 8 5552 5000 barbara.doyle@lawson.com Cell phone : + 46 70 698 6646 micaela.sjokvist@intentia.se LAWSON SOFTWARE AND INTENTIA INTERNATIONAL COMPLETE COMBINATION Acceptance Period for The Offer is Extended to Permit Late Tenders Combined Company is a New Leader in Enterprise Applications , Serving 4,000 Customers in 40 Countries ST . PAUL , Minn . , and STOCKHOLM , Sweden - April 25 , 2006 - Lawson Software , Inc . ( " Lawson " ) ( Nasdaq : LWSN ) and Intentia International ( " Intentia " ) ( XSSE : INT B ) today announced the fulfillment of conditions of the offer and the completion of their combination . Holders of shares and warrants in Intentia , representing 5,119,604 shares of series A , 157,505,164 shares of series B , and 23,000,000 warrants , corresponding to approximately 97 . 4 percent of the shares and approximately 97 . 9 percent of the votes in Intentia on a fully diluted basis ( including all shares issuable pursuant to outstanding warrants but excluding shares issuable pursuant to outstanding convertible securities ) , accepted Lawson 's offer to exchange their shares and warrants for newly issued shares of Lawson common stock ( the " Exchange - more - Offer " ) . Lawson has also completed its reorganization merger in connection with the combination . All conditions for the completion of the Exchange Offer have been satisfied and settlement of the Exchange Offer , whereby holders of shares and warrants in Intentia will receive VPC - registered Lawson common stock in exchange , is expected to commence promptly . Lawson was approved for a secondary listing at the Stockholm Stock Exchange on April 24 , 2006 . VPC - registered Lawson common stock will commence trading on the Swedish Stock Exchange under the symbol LWSN as soon as practicable after settlement of the Exchange Offer . Following Lawson 's holding company reorganization , which will be effective as of the open of trading on Nasdaq on April 25 , 2006 , Lawson common stock will continue to trade on the Nasdaq National Market under the symbol LWSN and will be assigned a new CUSIP ( 52078P102 ) . No new certificates will be issued as a result of the reorganization , and holders of Lawson common stock will not need to exchange any certificates representing the Lawson common stock they hold . To enable those holders of shares in Intentia who have not yet tendered their shares to participate in the Exchange Offer , the Exchange Offer has been further extended up to and including May 5 , 2006 , 5 : 00 p.m. ( CET ) . Shares tendered during the extended acceptance period are expected to settle commencing the week following the expiration of the extended acceptance period . After the extension , Lawson intends to initiate compulsory acquisition proceedings regarding the shares that have not been tendered in the Exchange Offer . New Company is a Leader in Enterprise Applications The combination of Lawson and Intentia creates a global leader in enterprise applications with approximately 4,000 customers in more than 40 countries . " As we close this chapter on the merger exercise , we begin the task of executing our plans and fulfilling the promise of a new , larger , stronger , global Lawson " , said Harry Debes , Lawson Software 's president and chief executive officer . " We are convinced that the market wants legitimate and credible choices and this combination makes us a strong contender in numerous markets around the globe " . 2 About Lawson Software Lawson Software provides business application software and consulting services to services organizations in the healthcare , retail , government and education , banking and insurance and other markets . Lawson 's software suites include enterprise performance management , distribution , financials , human capital management , procurement , retail operations and service process optimization . With headquarters in St . Paul , Minn . , Lawson has offices and affiliates serving North and South America , Europe , and Africa . Lawson Software and Lawson are registered trademarks of Lawson Software , Inc . All rights reserved . About Intentia Intentia is the only global enterprise solutions provider 100 % dedicated to bringing software applications and consulting services to companies whose core processes involve manufacturing , distribution and maintenance - what we call the " make , move and maintain " market . 100 % of our resources are committed to this market . 100 % of our software is designed for this market . 100 % of our experience is in serving this market . 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 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 , and Intentia 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 . The companies are not obligated to update forward - looking statements based on circumstances or events that occur in the future . Risks and uncertainties that may cause such differences include but are not limited to : uncertainties in Lawson 's ability to realize synergies and revenue opportunities anticipated from the Intentia International acquisition ; uncertainties in the software industry ; global military conflicts ; terrorist attacks in the United States , and any future events in response to these developments ; changes in conditions in the company 's targeted service industries ; increased competition and other risk factors listed in the company 's most recent Quarterly Report on Form 10 - Q filed with the Securities and Exchange Commission and as included in Lawson Holding 's Form S - 4 Proxy Statement / Prospectus filed with the Commission . Additional Information and Where to Find It Lawson has filed a registration statement on Form S - 4 containing a proxy statement / prospectus in connection with the proposed acquisition of Intentia by Lawson pursuant to the terms of the Transaction Agreement by and between Lawson and Intentia . On or about March 22 , 2006 , the proxy statement / prospectus was mailed to the stockholders of Lawson and Intentia security holders who are U . S . persons . Lawson has also filed and registered a prospectus with the Swedish Financial Supervisory Authority . The security holders of Lawson and Intentia are urged to read 3 the proxy statement / prospectus and other relevant materials because they contain important information about the offer . Investors and security holders may obtain free copies of these documents and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission 's website 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 website 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 described above . Additional information regarding these directors and executive officers is also included in Lawson 's proxy statement , which was also filed as part of the Form S - 4 submission filed with the SEC . This document is available free of charge by contacting the SEC or Lawson as indicated above . THIS PRESS RELEASE MAY NOT BE DISTRIBUTED , DIRECTLY OR INDIRECTLY , TO OR FROM AUSTRALIA , JAPAN , CANADA , NEW ZEALAND OR SOUTH AFRICA . # # # 4
O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY O B-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O