Rigrodsky & Long, P.A. Investigates Lawson Software, Inc. Buyout
Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Lawson Software, Inc. (“Lawson Software” or the “Company”) (Nasdaq: LWSN) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by GGC Software Holdings, Inc. (“GGC Software Holdings”), an affiliate of Golden Gate Capital and Infor, in a transaction valued at approximately $2 billion.
Under the terms of the merger agreement, shareholders of Lawson Software will receive $11.25 per share in cash for each share of Lawson Software they own. In addition, Lawson Software board members who collectively own approximately 9% of the Company’s outstanding shares have agreed to vote their shares in favor of the transaction.
The investigation concerns whether Lawson Software’s board of directors failed to adequately shop the Company and obtain the best price possible for Lawson Software’s shareholders before entering into the agreement with GGC Software Holdings. Indeed, the $11.25 per share offered is approximately a 7% discount to Lawson Software’s closing price of $12.13 on April 25, 2011 and Lawson Software stock has traded as high as $13.06 as recent as March 14, 2011.
Moreover, on March 31, 2011, Lawson Software issued its third quarter fiscal 2011 financial results wherein it announced: (a) GAAP software revenues increase 9% year-over-year and non-GAAP software revenues increased 7%; (b) GAAP operating income rose 92% year-over-year and non-GAAP operating income rose 24%; and (c) Lawson Software reported GAAP EPS of $0.13 up from $0.01 last year and non-GAAP EPS of $0.14 up 32% from last year. Company President and CEO, Harry Debes, commented: “Lawson delivered a strong third quarter and we are pleased with our continued progress across both business segments during the period[.] The total value of software license contracts signed in the quarter grew by 27 percent, led by robust sales in our Healthcare vertical. Non-GAAP operating margin of nearly 19 percent improved year-over-year, driven by increases in both S3 and M3 segment profitability. We completed the annual maintenance renewal cycle for our international customers and renewals rose to an estimated 94 percent. All of these items contributed to a 68 percent increase in cash from operations to $73 million in the quarter.”
If you own the common stock of Lawson Software and purchased your shares before April 26, 2011, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or by e-mail to info@rigrodskylong.com.
Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.
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