Lawson Confirms Unsolicited $1.84B Buyout Offer

The St. Paul-based enterprise software provider said that it has hired Barclays Capital to assist in evaluating the proposal and other possible "strategic alternatives" but insisted that there's no guarantee that a sale will occur.

A week after Reuters reported that Lawson Software, Inc., is exploring the possibility of a sale, the company announced that it has received an unsolicited proposal to be bought by Alpharetta, Georgia-based Infor and San Francisco-based Golden Gate Capital.

St. Paul-based Lawson confirmed late Friday that the two companies offered to acquire all of its outstanding common stock at a price of $11.25 per share in cash, which equates to roughly $1.8 billion.

“The parties are engaged in discussions regarding this proposal,” Lawson said in a statement. “However, there can be no assurance that any agreement will be reached.”

Lawson said that its board retained Barclays Capital, Inc., as its financial advisor to assist in evaluating the proposal and other possible “strategic alternatives,” thus confirming that part of the Reuters report, which cited unnamed sources “familiar with the process.”

However, Lawson made clear that it “has not made any determination to sell the company or engage in any other strategic transaction” and said that there is no guarantee that the proposal or the exploration of other options will result in a sale or any other type of transaction.

“Unless and until the board makes a determination to sell the company or engage in another strategic transaction, the company remains fully committed to its current strategic plan,” Lawson said. “The board believes that the company is well-positioned to continue executing its strategic plan through organic growth in targeted verticals and disciplined acquisitions.”

Mid-morning on Monday, shares of Lawson's stock were trading up about 6.3 percent at $12.28.

The company's stock also performed particularly well last week on news of the rumored sale. Shares jumped more than 13 percent and closed at $11.19 on March 8. The price continued to rise on March 9, closing up about 2 percent at $11.45.

Lawson provides enterprise business application software, maintenance, and consulting to customers around the world in industries that include health care, services, public sector, equipment service management and rental, manufacturing and distribution, and consumer products.

Lawson has recently reported improved financial performance, including a significant jump in second-quarter earnings-which totaled $12 million, or 7 cents per share, up from $2.8 million, or 2 cents per share, in the same period from the previous year.

Billionaire investor Carl Icahn acquired an 8.5 percent stake in Lawson last May. Regulatory filings indicated that Icahn purchased the 13.8 million shares believing they were undervalued. He then upped his stake in the company in October, increasing his shares to about 16.9 million, or roughly 10 percent of the company-making him the single largest shareholder, according to regulatory filings.

The filings also indicated that Icahn wanted to have conversations with Lawson “to discuss the business and operations of [Lawson] and the maximization of shareholder value.”

A Lawson spokesman told Twin Cities Business last fall that Lawson's leaders had met with “Icahn's team,” and he described the discussion as “cordial and constructive” but declined to provide additional details.

Lawson is among Minnesota's 40-largest public companies based on revenue, which totaled $736.4 million in its most recently completed fiscal year.