Lawson Software, Inc. (the “Company”) today announced that it has terminated its previously announced change of control notice and offer to purchase (the “Offer”) in connection with its outstanding 11.5% Senior Notes due 2018 (the “Notes”), pursuant to 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”), and the accompanying Letter of Transmittal and Consent. As described in the Statement, the Company has terminated the Offer due to the receipt of requisite consents to effect the Proposed Amendments. None of the Notes were accepted or purchased in the Offer and as a result of the termination, all of the Notes previously tendered will be promptly returned to the holders thereof, and the purchase amount will not be paid to holders who have tendered their Notes.
In addition, on March 29, 2012, the Company and the trustee under the indenture (the “Indenture”) governing the Notes executed a supplemental indenture (the “Fourth Supplemental Indenture”) effecting certain proposed amendments (the “Proposed Amendments”) to the Indenture in connection with its previously announced consent solicitation (the “Consent Solicitation”) and receipt of requisite consents to amend the Indenture. The Fourth Supplemental Indenture is effective and, upon the payment of the consent fee equal to $3.75 per $1,000 principal amount of Notes consented, which will be paid to holders of Notes promptly after the satisfaction or waiver of the other conditions to the Consent Solicitation, including the consummation of the Infor Contribution (as defined in the Statement), will be operative and binding upon all holders of Notes, whether or not such holders have delivered consents. The Infor Contribution is expected to be consummated on April 5, 2012.
BofA Merrill Lynch served 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). Wilmington Trust, National Association served 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 are made solely by means of the Statement and the accompanying Letter of Transmittal and Consent.