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Lawson Software and Intentia International Modify Transaction Agreement to Extend Termination Date.


ST. PAUL St. Paul

as a missionary he fearlessly confronts the “perils of waters, of robbers, in the city, in the wilderness.” [N.T.: II Cor. 11:26]

See : Bravery
, Minn. & STOCKHOLM, Sweden -- Lawson Software (Lawson Software, St. Paul, MN, www.lawson.com) A software company that specializes in ERP for vertical markets including health care, retail, public sector, professional and financial services. , Inc. ("Lawson") (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:LWSN) and Intentia International AB ("Intentia") (XSSE:INT B) today announced that the parties have amended their transaction agreement to extend the deadline for completion for their proposed combination to April 30, 2006. On June 2, 2005, Lawson and Intentia announced their agreement to combine in an all-stock transaction.

Amendment to Transaction Agreement

The amendment to the transaction agreement extends the termination date termination date,
n See expiration date.
 from Jan. 31, 2006 to April 30, 2006. In the event that a public announcement of the completion of Lawson's exchange offer for all of the outstanding Intentia Series A shares, Series B shares, warrants to purchase Series B shares and 5% Subordinated Convertible Notes has not been made by April 30, 2006, either Lawson or Intentia may terminate the transaction agreement subject to certain conditions contained in the transaction agreement.

Lawson and Intentia anticipate that the transaction will be completed before the amended termination date subject to the timing of the SEC's pending review of Lawson's Registration Statement on Form S-4, which was filed with the SEC on Nov. 21, 2005.

Amendments to Shareholder Undertakings

In connection with the amendment to the transaction agreement, Intentia has amended the irrevocable undertakings between Intentia and three Lawson stockholders, Richard Lawson

For other people named Richard Lawson, see Richard Lawson (disambiguation).


Richard Lawson (born Rickey Lee Lawson on March 7, 1947 in Loma Linda, California, U.S.
, John Cerullo and William Lawson William Lawson (2 June1774 – 16 June1850) was an explorer of New South Wales, Australia who co-discovered a passage inland through the Blue Mountains from Sydney. , and Lawson has amended the irrevocable undertakings between Lawson and two Intentia shareholders, Symphony Technology Group and Tennenbaum Capital Partners, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, which has the effect of extending the undertakings through the revised termination date.

The amendments also modify restrictions on the transfer of shares in the event of the termination of the transaction. In addition, Intentia has amended the irrevocable undertakings between Intentia and Messrs. Cerullo and William Lawson to permit each of Messrs. Cerullo and William Lawson to make certain limited sales of up to 3% of their shares before closing of the combination or termination of the transaction agreement.

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

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. 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 company is not obligated ob·li·gate  
tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates
1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force.

2. To cause to be grateful or indebted; oblige.
 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 the company'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 United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , 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 Form 10-Q

See 10-Q.
 filed with the Securities and Exchange Commission and as included in other documents the company files from time to time 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. The proxy statement/prospectus will be mailed to the stockholders of Lawson and Intentia security holders being U.S. persons once it has been declared effective by SEC, and the security holders of Lawson and Intentia are urged to read the proxy statement/prospectus and other relevant materials when they become available because they will contain important information about the offer, Lawson and Intentia. Investors and security holders may obtain free copies of these documents (when they are available) 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 Investor relations

The process by which the corporation communicates with its investors.
 page on its corporate Web site at www.lawson.com. Lawson has also prepared a Swedish prospectus which is expected to be registered by the Swedish Financial Supervisory Authority once the registration statement on Form S-4 has been declared effective by the SEC.

Lawson and its directors and executive officers may be deemed to be participants in the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 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 Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
, 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.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Dec 15, 2005
Words:818
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