Lawson Software, Inc. (the “Company”) announced that it commenced on March 8, 2012, a change of control notice and offer to purchase (the “Offer”) its outstanding 11.5% Senior Notes due 2018 (CUSIP No. 52078P AC6; ISIN USU5138QAA14) (the “Notes”), upon the terms and conditions set forth in the Change of Control Notice, Offer to Purchase and Consent Solicitation Statement dated March 8, 2012, as supplemented (the “Statement”) at a price in cash equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest up to, but not including, the date of purchase (the “Purchase Price”). The Offer is being made pursuant to the Change of Control provisions of that certain Indenture dated July 5, 2011, as amended or supplemented (the “Indenture”), among SoftBrands, Inc., Atlantis Merger Sub, Inc., each of the guarantors named therein and Wilmington Trust, National Association, as trustee (the “Trustee”), pursuant to which the Notes were issued. The Purchase Price will only be payable if, among other things, the Infor Contribution is consummated and a Change of Control (as defined in the Indenture) occurs.
Lawson, separate and apart from the Offer, commenced a solicitation (the “Consent Solicitation”) of consents (the “Consents”), upon terms and conditions set forth in the Statement, to certain proposed amendments (the “Proposed Amendments”) to the Indenture, to, among other things, seek to waive the obligation to make and consummate the Offer by amending the Indenture to exclude the Infor Contribution (as defined below) from the definition of “Change of Control” in the Indenture. Subject to the terms and conditions set forth in the Statement, Lawson will pay any holder who validly delivers a Consent at or prior to the Consent Time, an amount in cash equal to $3.75 per $1,000 aggregate principal amount of Notes (the “Consent Fee”). The Consent Fee will only be payable if, among other things, the Proposed Amendments become operative and the Infor Contribution is consummated.
The Offer and Consent Solicitation are two separate offers. Holders can either tender Notes in the Offer or deliver Consents in the Consent Solicitation, but not both. Lawson is seeking the Proposed Amendments in connection with the transactions contemplated by a contribution agreement, dated as of March 8, 2012 (the “Contribution Agreement”) among GGC Software Parent, Inc., GGC Software Holdings, Inc. and Infor Global Solutions Intermediate Holdings Limited. In connection with the Contribution Agreement, Infor Global Solutions Parent, Ltd., a Cayman Islands exempted company (“Infor”), and SoftBrands Holdings, LLC, a Delaware limited liability company and the indirect owner of 100% of the outstanding capital stock of Lawson (“SoftBrands”) will enter into a series of reorganization transactions that will result in the creation of a new Cayman Islands exempted company (“ComboCo”) and the contribution of 100% of the outstanding capital stock of Infor Global Solutions Intermediate Holdings Limited to ComboCo (such contribution, the “Infor Contribution”).
The Consent Solicitation is subject to customary conditions, including, among other things, the receipt of valid consents (which consents have not been properly revoked) with respect to a majority in aggregate principal amount of the outstanding Notes (the “Requisite Consents”) prior to the date the supplemental indenture is executed. The Proposed Amendments will be effected by a supplemental indenture to the Indenture that is described in more detail in the Statement. The supplemental indenture will provide that the Proposed Amendments shall become operative at such time as the conditions precedent to the Consent Solicitation and closing described in the Contribution Agreement have been satisfied or waived, as evidenced by a certificate to that effect executed by the parties to the Contribution Agreement.
The Offer will expire at midnight, New York City time, on April 4, 2012 (which is the end of the day on such date), unless extended or earlier terminated. Tendered Notes may be validly withdrawn on or prior to the Expiration Time.
The Consent Solicitation will expire at 5:00 P.M., New York City time, on March 21, 2012, unless extended or earlier terminated. Delivered Consents may be validly revoked on or prior to the Consent Time.
The Company has retained BofA Merrill Lynch to act as the Solicitation Agent in connection with the Consent Solicitation. Questions may be directed to the Solicitation Agent by telephone at (888) 292-0070 (toll free) or (980) 388-3646 (collect). The Company has retained Wilmington Trust, National Association to act as the Depositary and Paying Agent. Questions and requests for additional documents may be directed to the Depositary in writing at Wilmington Trust, National Association, c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-1626, Attention: Sam Hamed, by telephone at (302) 636-6181 or by facsimile at (302) 636-4139.
This press release shall not constitute an offer to purchase, solicitation of consents or a solicitation of an offer to sell the notes. The Offer and Consent Solicitation is made solely by means of the Statement and the accompanying Letter of Transmittal and Consent.