-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OqXlc7M95KIyvrmaraZwPWdekJCMvprm8MLWx3XQsRruJctOD84WaBTDBNiPFk7B e1dprg/QarjzXkB74W060Q== 0001104659-05-027778.txt : 20050611 0001104659-05-027778.hdr.sgml : 20050611 20050610165245 ACCESSION NUMBER: 0001104659-05-027778 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAWSON SOFTWARE INC CENTRAL INDEX KEY: 0001141517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411251159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62349 FILM NUMBER: 05890498 BUSINESS ADDRESS: STREET 1: 380 ST. PETER STREET CITY: MINNESOTA STATE: MN ZIP: 55102 BUSINESS PHONE: 6517674827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Intentia International AB CENTRAL INDEX KEY: 0001329544 IRS NUMBER: 000000000 STATE OF INCORPORATION: V7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BOX 596 CITY: DANDERYD STATE: V7 ZIP: 18215 BUSINESS PHONE: 0046855525000 MAIL ADDRESS: STREET 1: BOX 596 CITY: DANDERYD STATE: V7 ZIP: 18215 SC 13D 1 a05-10630_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

LAWSON SOFTWARE, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

520780 10 7

(CUSIP Number)

Niklas Bjorkqvist

Intentia International AB

Vendevagen 89

Box 596 SE-182 15 Danderyd, Sweden

+46-08-5552 5000

with a copy to

Steve L. Camahort

O'Melveny & Myers LLP

Embarcadero Center West

275 Battery Street, Suite 2600

San Francisco, CA 94111

(415) 984-8700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 2, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 520780 10 7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) INTENTIA INTERNATIONAL AB

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization SWEDEN

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 34,967,320(1)

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,967,320

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 34(2)

	14.	Type of Reporting Person (See Instructions) CO

(1) No shares of common stock, par value $0.01 per share, of Lawson Software, Inc., have been purchased, directly or indirectly, by the Reporting Person. Rather, the Reporting Person may be deemed to have beneficial ownership of the shares reported herein pursuant to irrevocable undertakings between Intentia International AB and certain stockholders of Lawson Software, Inc. (discussed in Items 3-5 below), which were entered into in connection with a transaction agreement (as described in Item 4 of this Schedule 13D) between Intentia International AB and Lawson Software, Inc. (discussed in Items 3-5 below). Reporting Person expressly disclaims beneficial ownership of any of the shares reported herein.

(2) Based on the number of shares of Lawson Software, Inc. common stock outstanding as of June 2, 2005 (as represented by Lawson Software, Inc.).

Item 1.	Security and Issuer
	This statement on Schedule 13D (this “Schedule 13D”) relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of Lawson Software, Inc., a Delaware corporation (the “Issuer”). The Issuer has its principal executive offices at 380 St. Peter Street, St. Paul, Minnesota, 55102.

Item 2.	Identity and Background
	This Schedule 13D is being filed by Intentia International AB (the “Reporting Person”). The Reporting Person is a company incorporated in Sweden which provides software applications and consulting services to companies whose core processes involve manufacturing, distribution and maintenance. The address of its principal executive offices is Vendevagen 89, Box 596 SE-182 15, Danderyd, Sweden. The directors and executive officers of and each person controlling the Reporting Person are set forth on Schedule A attached hereto. The directors and executive officers of Symphony Technology Group, LLC are also included on Schedule A, because Symphony Technology Group, LLC may be deemed to be a control person with respect to the Reporting Person. Schedule A sets forth the following information with respect to each such person: (a) Name; (b) Residence or business address; (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) Citizenship. To the knowledge of the Reporting Person, during the last five years, neither the Reporting Person, nor any person named in Schedule A attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration
	As an inducement for the Reporting Person to enter into the Transaction Agreement described in Item 4 below and in consideration thereof, certain stockholders of the Issuer entered into Irrevocable Undertakings with the Reporting Person (discussed in Item 4 below). In addition, certain stockholders of the Issuer entered into an Irrevocable Proxy with respect to the Issuer securities covered by the Irrevocable Undertakings.

Item 4.

Purpose of Transaction

Reporting Person and Issuer entered into a Transaction Agreement, dated June 2, 2005 (the “Transaction Agreement”), in connection with a public offer made by Issuer to purchase all of the outstanding shares of Reporting Person at fixed exchange ratios (the “Transaction”). The Issuer has offered (i) 0.5061 newly issued shares of Issuer common stock for each outstanding Series A share of Reporting Person, (ii) 0.4519 newly issued shares of Issuer common stock for each outstanding Series B share of Reporting Person, and (iii) 0.2157 newly issued shares of Issuer common stock for each outstanding warrant to purchase Series B shares of Reporting Person, (collectively, the “Offer”). A copy of the Transaction Agreement is attached to this Statement as Exhibit 1. The Transaction is expected to result in the Reporting Person’s stockholders collectively owning approximately 43.25 percent of the Issuer, calculated on a fully-diluted basis using the treasury method. The Offer is unanimously recommended by the respective board of directors of each of the Reporting Person and the Issuer. The Offer is contingent upon certain conditions set forth in a joint press release, issued on June 2, 2005 (the “Press Release”), a copy of which is attached to this Statement as Exhibit 2.

As a technical matter, the Offer will be made by Lawson Holdings, Inc, (“Holdings”), a new Delaware holding corporation created to effect the Offer. At the time all conditions to the Offer are satisfied or waived, subject to stockholder approval, Issuer will complete the holding company reorganization (the “Restructuring”). As part of the Restructuring, Lawson Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Holdings, will merge with and into Issuer, with Issuer as the surviving corporation (the “Merger”). By virtue of the Merger, each share of Issuer’s outstanding common stock will be converted, on a one share for one share basis, into a share of Holdings common stock. Issuer will become a wholly owned subsidiary of Holdings, which will become the public company listed on Nasdaq National Market with the same capitalization, articles and bylaws as Issuer, and will assume all of Issuer’s obligations under existing stock option plans or grants. The consideration under the Offer will be newly issued shares of Holdings common stock. All references to Issuer in this Statement include Issuer prior to the Restructuring and Holdings as the successor public company after the Restructuring.

In connection with the entering into of the Transaction Agreement and undertaking the Offer, Richard Lawson, Symphony Technology Group LLC and Tennenbaum Capital Partners LLC (the "Signatories") agreed to enter into a Lock-Up Agreement (the “Lock-Up Agreement”), which agreement would only be effective if such person or a designee thereof serves as an executive officer or director of the Issuer upon the Offer being declared unconditional. Pursuant to the Lock-Up Agreement, during a period (the “Lock-Up Period”) commencing on the date on which the Offer is declared unconditional (the “Commencement Date”), the Signatories will not, without the prior written consent of the Issuer, transfer more than 10% of the shares of Issuer common stock held by the Signatory as of the Commencement Date (in the case of Richard Lawson) or more than 10% of the shares of Issuer common stock received by the Signatory pursuant to the Offer (in the case of the other Signatories) (the remaining 90% of such shares of Issuer common stock for each Signatory being referred to herein as the “Lock-Up Shares”); provided that 25% of the Lock-Up Shares will be released from such restriction 90 days following the Commencement Date, an additional 25% of the Lock-Up Shares will be released from such restriction 120 days following the Commencement Date, and an additional 25% of the Lock-Up Shares will be released from such restriction 150 days following the Commencement Date, with

the remaining 25% of the Lock-Up Shares to be released from such restriction 180 days following the Commencement Date. The Lock-Up Agreement has not yet been reduced to writing.

Concurrently with the execution of the Transaction Agreement, certain stockholders of the Issuer entered into Irrevocable Undertakings with the Reporting Person, dated June 2, 2005 (the “Irrevocable Undertakings”), the form of which is attached to this Statement as Exhibit 3. The Irrevocable Undertakings were entered into in order to facilitate the consummation of the Transaction. Pursuant to the Irrevocable Undertakings, certain stockholders of the Issuer have each undertaken (i) to vote all of their respective Issuer shares at the special meeting of Issuer stockholders in favor of the Merger and the approval of the issuance of Issuer shares to be offered to the shareholders of the Reporting Person in the Offer, (ii) to vote all of their respective Issuer shares at the special meeting of Issuer stockholders against any competing acquisition proposals, (iii) not to transfer any of their Issuer shares, and (iv) not to solicit competing proposals for the acquisition of Issuer.

Further, in connection with the Irrevocable Undertakings, certain stockholders of the Issuer have entered into an Irrevocable Proxy, dated June 2, 2005 (the “Irrevocable Proxies”) thereby irrevocably appointing Romesh Wadhwani and Bertrand Sciard as the sole and exclusive attorneys and proxies of each stockholder (the “Attorneys”), with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the stockholder is entitled to do) with respect to all of the shares of capital stock of Issuer that now or hereafter may be beneficially owned by the stockholder, and any and all other shares or securities of Issuer issued or issuable in respect therof on or after the date hereof in accordance with the terms of the Irrevocable Proxies. Pursuant to the Irrevocable Proxies, such undertakings shall be irrevocable until the closing of the Offer or that date which is six months following termination of the Offer.

The descriptions contained in this Item 4 of the transactions contemplated by the Transaction Agreement, the Press Release, the Irrevocable Undertakings, and the Irrevocable Proxies are qualified in their entirety by reference to the full text of the Transaction Agreement, the Press Release and the Irrevocable Undertakings and Irrevocable Proxies, copies of which are attached to this Statement as Exhibits 1, 2 and 3, respectively.

Upon consummation of the Merger, Richard Lawson and Romesh Wadwani will serve as co-chairmen of the combined company. The new board of directors of the combined company will consist of three directors from Issuer, three directors from Reporting Company, and two new directors to be selected by Harry Debes, who will be assuming the chief executive officer position in the combined company. In addition, Bertrand Sciard will become the chief operating officer of the combined company.

Except as otherwise disclosed above, the Reporting Person currently has no specific plans or proposals that relate to or would result in the events described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Person reserves the right to develop such plans or proposals.

Item 5.	Interest in Securities of the Issuer
	(a)-(b) As a result of the Irrevocable Undertakings, the Reporting Person may be deemed to be the beneficial owner of the shares subject to the Irrevocable Undertakings. The aggregate number of common shares of Issuer subject to the Irrevocable Undertakings consists of a total of 34,967,320 shares of common stock of the Issuer (the “Subject Shares”) or approximately 34 percent of the outstanding common stock of the Issuer as of June 2, 2005. The Subject Shares include (i) 14,386,375 shares of common stock held of record by Richard Lawson, (ii) 18,832,104 shares of common stock held of record by John Cerullo, and (iii) 1,748,841 shares of common stock held of record by William Lawson. Additionally, the Issuer Stockholders have given an irrevocable proxy to the Reporting Person and appointed Romesh Wadhwani and Bertrand Sciard as its attorneys-in-fact to vote all the shares beneficially owned by them in accordance with the provisions of the Irrevocable Proxies. Accordingly, the Reporting Person, with respect to matters relating to the transactions contemplated by the Transaction Agreement, may be deemed to have acquired shared voting power with respect to the Issuer Shares. No shares of common stock, par value $0.01 per share, of Lawson Software, Inc., have been purchased, directly or indirectly, by the Reporting Person. Rather, the Reporting Person may be deemed to have beneficial ownership of the Subject Shares pursuant to the Irrevocable Undertakings. However, the Reporting Person is not entitled to any rights as a stockholder of the Issuer as to the Subject Shares and disclaims any beneficial ownership of the Subject Shares. In addition, the Reporting Person does not have the power to dispose of the Subject Shares. (c) The information provided in Item 3 above is incorporated herein by reference. Persons named in Schedule A attached hereto, did not acquire or dispose of any shares of common stock during the past sixty days. (d) Not applicable. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	The information provided in Item 3, 4 and 5 is incorporated herein by reference. The descriptions herein of the Transaction Agreement, the Press Release, and the Irrevocable Undertakings and Irrevocable Proxies are qualified in their entirety by reference to such documents, copies of which are attached hereto as Exhibits.

Item 7.	Material to Be Filed as Exhibits
	The following documents are to be filed as exhibits: 1. Transaction Agreement, dated June 2, 2005, by and among Intentia International AB, a company organized under the laws of Sweden, Lawson Software, Inc., a Delaware

corporation, and Lawson Holdings, Inc., a Delaware corporation, and Lawson Acquisition, Inc., a Delaware corporation.

2. Joint Press Release, dated June 2, 2005, issued by Intentia International AB and Lawson Software, Inc.

3. Form of Stockholder Irrevocable Undertaking, dated June 2, 2005, between Intentia International AB and Richard Lawson, John Cerullo, and William Lawson, including form of Irrevocable Proxy, dated June 2, 2005, by Richard Lawson, John Cerullo, and William Lawson.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	June 8, 2005
	Date
	/s/ Niklas Bjorkqvist
	Signature
	Niklas Bjorkqvist General Counsel
	Name/Title

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF INTENTIA INTERNATIONAL AB AND SYMPHONY TECHNOLOGY GROUP, LLC

Name	Residence or Business Address	Present Principal Occupation or Employment	Citizenship
INTENTIA INTERNATIONAL AB
Romesh Wadhwani	Symphony Technology Group, LLC 4015 Miranda Ave., 2nd Fl. Palo Alto, CA 94304.	Chairman of the Board	U.S.
Jan Carlzon	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Director	Swedish
Steven Chang	Tennenbaum Capital Partners, LLC 2951 28^th Street, Suite 1000 Santa Monica, CA 90405.	Director	U.S.
William Chisholm	Symphony Technology Group, LLC 4015 Miranda Ave., 2nd Fl. Palo Alto, CA 94304.	Director	U.S.
Tommy H. Karlsson	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Director	Swedish
Scott Klein	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Director	U.S.
Paul Wahl	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Director	German
Bertrand Sciard	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Director Chief Executive Officer	French
Arthur Gitajn	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Chief Financial Officer	U.S.
Johan Berg	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Executive Vice President	Swedish

Allan Davies	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Chief Marketing Officer	English/UK
Guenther Tolkmit	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Head of Customer Support and Quality Assurance	German
Niklas Bjorkqvist	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	General Counsel	Swedish
Elanor Phillips	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Senior VP Human Resources	UK
Henrik Billgren	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	President of Research & Development	Swedish
Frank Cohen	Intentia International AB Vendevagen 89, Box 596 SE-182 15 Danderyd, Sweden.	Head of Business Group Europe, Middle East and Africa	French
SYMPHONY TECHNOLOGY GROUP, LLC
Romesh Wadhwani	Symphony Technology Group, LLC 4015 Miranda Ave., 2nd Fl. Palo Alto, CA 94304.	Managing Partner	U.S.
William Chisholm	Symphony Technology Group, LLC 4015 Miranda Ave., 2nd Fl. Palo Alto, CA 94304.	Managing Director	U.S.

EX-1 2 a05-10630_1ex1.htm EX-1

EXECUTION COPY

TRANSACTION AGREEMENT

THIS AGREEMENT is entered into as of this 2nd day of June, 2005 by and among Intentia International AB, a company organized under the laws of Sweden and its principal place of business at Vendevägen 89, Box 596, SE-182 15 Danderyd, Sweden (“Intentia” or the “Company”), Lawson Software, Inc., a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Lawson”), Lawson Holdings, Inc., a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Bidder”) and Lawson Acquisition, Inc., a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Lawson Acquisition”).

RECITALS

Lawson has organized Bidder and caused Bidder to organize Lawson Acquisition for the purpose of reorganizing Lawson into a holding company through a merger of Lawson Acquisition with and into Lawson, with Lawson as the surviving corporation (the “Merger”). As a result of the Merger, Lawson will become a wholly owned subsidiary of Bidder.

Bidder will enter into a business combination with Intentia pursuant to a recommended public offer (the “Offer”) for the outstanding securities of Intentia.

1. The Transaction

1.1 Press Announcement. Contemporaneously with the execution of this Agreement, Bidder, Lawson and Company shall issue a joint press release in the form attached hereto as Schedule 1 (the “Press Announcement”) setting forth the terms of the Offer for (i) Intentia shareholders to tender all of Intentia’s issued and outstanding Series A and Series B shares (the “Shares”) in exchange for shares of Bidder common stock at fixed exchange ratios equal to 0.5061 per Series A share (the “A Share Exchange Ratio”) and 0.4519 per Series B share (the “B Share Exchange Ratio”) and together with the A Share Exchange Ratio, (the “Share Exchange Ratios”), and (ii) holders of outstanding warrants for the purchase of Series B shares (the “Warrants”) to tender the Warrants in exchange for shares of Bidder common stock at a fixed exchange ratio equal to 0.2157 per outstanding Warrant (the “Warrant Exchange Ratio”) (the shares of Bidder common stock offered pursuant to the Offer are collectively referred to as the “Offered Common Stock”). Subject to the completion of documentation required by applicable law and regulation as mutually agreeable to the parties, Bidder will make an offer to holders of Intentia’s 5% Subordinated Convertible Notes due 2006 (the “Notes”) to tender the Notes in exchange for a cash payment equal to the principal amount of each outstanding Note, plus accrued but unpaid interest, if any, to the end of the acceptance period of the Offer (the “Note Consideration”).

1.2 The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the “Delaware Law”), Lawson Acquisition will merge with and into Lawson at the Effective Time (as defined). Following the Effective Time, the separate corporate existence of the Lawson Acquisition will cease, and Lawson will continue as the surviving entity in the Merger and will succeed to and assume all the rights and obligations of the Company in accordance with Delaware Law.

Subject to the provisions of this Agreement, as soon as practicable after the public announcement of the satisfaction or waiver of all conditions to the Offer (the “Unconditional Announcement”), the parties will file a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of Delaware Law and, as soon as practicable after the Unconditional Announcement, will make all other filings or recordings required under Delaware Law. The Merger will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as may be agreed by Intentia and Lawson and will be specified in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

1.3 Offer Document; Securities Law Filings; Lawson Stockholder Meeting. (a) Subject to applicable laws and regulations, the Bidder shall prepare a prospectus relating to the Offer (the “Offer Document”) for delivery to the holders of the Shares, the Warrants and the Notes as required by the Naringslivets Borskomitte/NBK rules and the Swedish Financial Instruments Trading Act (SFS1991:980) and the regulations issued by the Swedish Financial Supervisory Authority (the “Takeover Rules”). The Company agrees to provide Bidder and Lawson in a timely manner with all information relating to the Company and its Affiliates required to be included in the Offer Document to comply with the disclosure requirements contained in the Takeover Rules.

(b) Bidder and Lawson shall prepare and file with the United States Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable following the date hereof, a combined registration statement and proxy statement on Form S-4 (the “Registration Statement”) under the United States Securities Act of 1933 (the “1933 Act”) to register the offer and sale of the Offered Common Stock pursuant to the Offer and to solicit proxies in connection with a meeting of the Lawson stockholders to consider the Merger and the issuance of the Offered Common Stock pursuant to the Offer.

(c) Intentia and its counsel shall be given the opportunity to review and comment on (i) the Offer Document and (ii) the Registration Statement, before each is filed with the NBK or the SEC, respectively and made publicly available.

(d) The Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Registration Statement and the Offer Document. None of the information supplied or to be supplied by or on behalf of Bidder, Lawson or Intentia for inclusion or incorporation by reference in the Registration Statement and the Offer Document will, at the time the Registration Statement becomes effective under the 1933 Act, at the time the Offer Document is first mailed to Intentia’s shareholders, at the time the Registration Statement is first mailed to Lawson’s

stockholders or at the time of the Lawson Special Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of each of Lawson and Intentia supplied or to be supplied by the applicable party for inclusion or incorporation by reference in the Registration Statement will comply as to form in all material respects with the accounting requirements and rules and regulations of the SEC or the Takeover Rules applicable to each party and fairly present the financial condition of each party as of the respective date thereof and the consolidated results of operations and cash flows of each party for the respective period then ended. Lawson and Bidder shall use commercially reasonable efforts to cause the Registration Statement and the Offer Document to comply with the rules and regulations promulgated by the SEC or the Takeover Rules, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the 1933 Act as promptly as practicable after it is filed with the SEC. Lawson and Bidder will promptly provide in writing to Intentia and its counsel any comments of the NBK and SEC with respect to (i) the Offer Document and (ii) the Registration Statement, respectively, as applicable and Intentia shall cooperate with Lawson and Bidder in preparing responses to such comments. All information supplied by or on behalf of Bidder, Lawson or Intentia for inclusion or incorporation by reference in the Registration Statement or the Offer Document will comply as to form in all material respects with the applicable requirements of the Securities Act or the Takeover Rules. Lawson and Bidder shall also promptly file, use commercially reasonable efforts to cause to become effective as promptly as possible and, if required, mail to its stockholders any amendment to the Registration Statement or the Offer Document that becomes necessary after the date the Registration Statement is declared effective or the Offer Document is first mailed to Intentia’s shareholders.

(e) Lawson shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders on a date determined in accordance with the mutual agreement of Lawson and Intentia (the “Lawson Stockholders Meeting”) for the purpose of obtaining the requisite approval of the stockholders of Lawson in favor of the Merger and the issuance of the Offered Common Stock pursuant to the Nasdaq rules (the “Required Lawson Vote”) and shall take all lawful action to solicit the adoption of the Required Lawson Vote. Notwithstanding any Change in Lawson Recommendation (as defined below), a proposal to approve the issuance of the Offered Common Stock shall be submitted to the stockholders of Lawson at the Lawson Stockholders Meeting for the purpose of seeking the Required Lawson Vote and nothing contained herein shall be deemed to relieve Lawson of such obligation.

1.4 Compliance with the Takeover Rules. Each of Intentia and Lawson undertakes to comply with the Takeover Rules and the Securities Council’s rulings on interpretation and implementation thereof.

2. Board Recommendations

2.1 Intentia Board Recommendation. (a) The Company Press Announcement shall include a statement that the Intentia board of directors unanimously recommends that Intentia’s shareholders tender their Intentia Shares, Warrants and Notes in exchange for shares of the common stock, par value $0.01 per share, of Bidder (“Bidder Stock”) on the terms of the Offer

(the “Intentia Board Recommendation”); and the Intentia Board Recommendation shall not be withdrawn by the Intentia board of directors except as permitted by Paragraph 2.1(b) below.

(b) Notwithstanding anything to the contrary contained in Paragraph 2.1(a), at any time prior to the public announcement of the satisfaction of all conditions to the Offer, the Intentia Board Recommendation may be withdrawn by the Intentia board of directors (a “Intentia Change in Recommendation”) under the following circumstances: (1) under the following circumstances related to an Acquisition Proposal: (i) an Acquisition Proposal is made to Intentia and is not withdrawn; (ii) Intentia promptly provides Lawson with written notice of the Acquisition Proposal setting forth the identity of the offeror and the terms of the offer and further provides at least five (5) business days prior written notice of any meeting of Intentia’s board of directors to consider and determine whether such Acquisition Proposal is a Superior Proposal; (iii) Intentia’s board of directors determines in good faith by majority vote (based on consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal; (iv) Intentia’s board of directors determines in good faith, after consultation with Intentia’s outside legal counsel, that, in light of such Superior Proposal, the withdrawal of the Intentia Board Recommendation is required to comply with the board’s fiduciary obligations to its shareholders under applicable law or the Takeover Rules; and (v) neither Intentia nor any of its representatives shall have violated any of the restrictions set forth in Paragraph 11 below or (2) under the following additional circumstances: (i) if a material adverse effect on Lawson’s financial condition or operations has occurred or exists; “material adverse effect” shall mean any change, effect, event, state of facts or inaccuracy (including, without limitation, any inaccurate or misstated information made public by Lawson or any information which should have been made public by Lawson and has not been made public), that has not been made public or disclosed in writing to Intentia prior to the announcement of the Offer and that has had a material adverse effect on the business, results of operations, or financial condition of Lawson and its subsidiaries, taken as whole; provided, however, no changes, effects, events or state of facts related to any of the following shall be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a material adverse change: (A) conditions affecting the software industry generally or the economy of any country where Lawson has conducted operations generally; (B) the announcement or pendancy of the Offer; (C) conditions affecting general world-wide economic, business or capital market conditions; (D) changes in applicable laws or accounting principles after the date hereof; or (E) an outbreak or escalation of hostilities involving the United States or Sweden, the declaration of the United States or Sweden of a national emergency or war, or the occurrence of any acts of terrorism; or (ii) Lawson fails to comply in any material respect with its obligations pursuant to Section 9 of this Agreement, which failure to comply has not been cured within 10 business days after giving of written notice to Lawson of such breach.

(c) For purposes of this Agreement, (i) “Acquisition Proposal” shall mean any offer, proposal, inquiry or indication of interest (other than an offer, proposal, inquiry or indication of interest by the parties to this Agreement) contemplating or otherwise relating to any Acquisition Transaction, (ii) “Superior Proposal” shall mean an unsolicited, bona fide written offer by a third party to purchase all of the outstanding common stock or ordinary shares of the relevant party on terms that the board of directors of the relevant party determines, in good faith by a majority vote, after consultation with its financial advisor and outside legal counsel and taking into

account all the terms and conditions of the Acquisition Proposal, are more favorable to all the relevant party’s stockholders, from a financial point of view, than the transactions contemplated by the Offer (including the terms, if any, proposed by the other party to amend or modify the Offer) and for which financing, to the extent required, is then or can reasonably be expected to be fully committed, (iii) “Acquisition Transaction” shall mean: any transaction or series of transactions involving (A) any merger, consolidation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction (1) in which the relevant party or any of its respective affiliates is a constituent corporation, (2) in which a person or “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 15% of the outstanding securities of any class of voting securities of the relevant party or any of its respective subsidiaries, or (3) in which the relevant party or any of its respective Affiliates issues or sells securities representing more than 20% of the outstanding securities of any class of voting securities of the relevant party or any of its respective Affiliates; or (B) any sale (other than sales of inventory in the ordinary course of business), lease (other than in the ordinary course of business), exchange, transfer (other than sales of inventory in the ordinary course of business), license (other than nonexclusive licenses in the ordinary course of business), acquisition or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated net revenues, net income or assets of the relevant party, or any of its respective businesses or subsidiaries, and (iv) “Affiliate” means, as applied to any person, any other person directly or indirectly controlling, controlled by or under common control with that person, where “control” (including correlative meanings) as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person, whether through ownership of voting securities or by contract or otherwise.

2.2 Lawson Board Recommendation. The Lawson board of directors shall convene a special meeting of the Lawson stockholders (the “Lawson Special Meeting”) to consider the Merger and the issuance of the shares of Bidder Stock to the Intentia shareholders in consideration for the Intentia Shares (the “Consideration Shares”). The combined registration statement and proxy statement to be filed by Lawson with the Securities and Exchange Commission and provided to the Lawson stockholders in connection with the Lawson Special Meeting (the “Registration Statement/Proxy Statement”) shall include a statement in the proxy statement that the Lawson board of directors unanimously and irrevocably recommends that Lawson’s stockholders vote to approve the Merger and the issuance of the Consideration Shares at the Lawson Special Meeting (the “Lawson Board Recommendation”); and the Lawson Board Recommendation shall not be withdrawn by the Lawson board of directors except as permitted by Paragraph 2.2(b) below.

(b) Notwithstanding anything to the contrary contained in Section 2.2(a) above, at any time prior to the approval of the Merger and the issuance of the Offered Common Stock by the Lawson stockholders (the “Stockholder Approval”), the Lawson Board Recommendation may be withdrawn (a “Lawson Change in Recommendation”) under the following circumstances: (i) an Acquisition Proposal is made to Lawson and is not withdrawn; (ii) Lawson promptly provides Intentia with written notice of the Acquisition Proposal setting forth the identity of the offeror and the terms of the offer and further provides at least five (5) Business

Days prior written notice of any meeting of Lawson’s board of directors to consider whether such Acquisition Proposal is a Superior Proposal; (iii) Lawson’s board of directors determines in good faith by majority vote (based on consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal; (iv) Lawson’s board of directors determines in good faith, after having taken into account the advice of Lawson’s outside legal counsel, that, in light of such Superior Proposal, the withdrawal of the Lawson Board Recommendation is required in order for Lawson’s board of directors to comply with its fiduciary obligations to its stockholders under applicable law; and (v) neither Lawson nor any of its Representatives shall have violated any of the restrictions set forth in Paragraph 11 hereof.

3. Conditions to and Completion of the Offer

The completion of the Offer shall be conditional upon the satisfaction of the conditions contained in the Press Announcement (the “Offer Conditions”), any of which can be unilaterally waived by Lawson, except as set forth in the Press Announcement. Lawson may withdraw the Offer in accordance with the Takeover Rules. Lawson shall extend the Offer for successive extension periods not in excess of ten (10) business days per extension if, at the scheduled expiration date of the Offer or any extension thereof, Conditions 1, 3, 4, 5, 6 (only to the extent that a stockholder vote has not yet occurred), or 9 (only to the extent any actions or events are not final or are subject to appeal) set forth in the Press Announcement shall not have been satisfied or waived up through any termination pursuant to Section 4.1.

4. Termination

4.1 Termination. This Agreement may be terminated (i) by Lawson on written notice to Intentia if the Offer is terminated or withdrawn by Lawson on the basis that it is clear that any of the conditions set forth in the Offer has not been fulfilled or cannot be fulfilled, (ii) by mutual written consent of both parties, (iii) by Intentia on written notice to Lawson upon a Lawson Change of Recommendation, (iv) by either party if Lawson’s stockholders shall not have approved the Merger and the issuance of the Offered Common Stock by the required vote at the first stockholders’ meeting called for that purpose or any adjournment thereof, and (v) by either party if the public announcement of the satisfaction of all conditions to the Offer has not been made by January 31, 2006 (the “Termination Date”), provided however, that the right to terminate under this Section 4.1(v) shall not be available to any party whose material failure to fulfill any obligation hereunder has been the principal cause of, or resulted in, the failure of such exchange of the Offered Common Stock by the Termination Date.

4.2 Effect of Termination. In the event of the termination of this Agreement under Paragraph 4.1 above, this Agreement shall be of no further force or effect; provided, however, that (i) this Paragraph 4.2 (Effect of Termination), Paragraph 4.3 (Termination Fees), Paragraph 5 (Expenses) and Paragraph 11 (Governing Law) shall survive the termination of this Agreement and shall remain in full force and effect, and (ii) the termination of this Agreement shall not relieve any party from any liability for any material breach of any warranty, covenant or other provision contained in this Agreement.

4.3 Termination Fees. (a) If (i) the public announcement of the satisfaction of all conditions to the Offer has not occurred by the Termination Date, (ii) after the date hereof an

Acquisition Proposal with respect to Lawson was made or renewed and not withdrawn prior to the Termination Date, and (iii) within 12 months following the Termination Date an Acquisition Transaction with respect to Lawson is consummated or a definitive agreement for an Acquisition Transaction with respect to Lawson is entered into and subsequently consummated, Lawson shall pay to Intentia a termination fee of Fourteen Million Two Hundred Fifty Thousand United States Dollars ($14,250,000) in cash (the “Lawson Termination Fee”).

(b) If (i) the public announcement of the satisfaction or waiver of all conditions to the Offer has not occurred by the Termination Date, (ii) after the date hereof an Acquisition Proposal with respect to Intentia was made or renewed and not withdrawn prior to the Termination Date, and (iii) within 12 months following Termination Date an Acquisition Transaction with respect to Intentia is consummated or a definitive agreement for an Acquisition Transaction with respect to Intentia is entered into and subsequently consummated, Intentia shall pay to Lawson a termination fee of Five Million Four Hundred Thousand United States Dollars ($5,400,000) in cash (the “Intentia Termination Fee”).

(c) If (i) condition 1 as set forth in the Press Announcement has not been satisfied by the expiration of the period for acceptance of the Offer contained in the Offer Document, as such period may be extended by Lawson, pursuant to the terms hereof, in accordance with the Takeover Rules, irrespective of whether any other conditions of the Offer are satisfied or not satisfied, (ii) after the date hereof an Acquisition Proposal with respect to Intentia was made or renewed and not withdrawn prior to the expiration of the acceptance period, and (iii) within 12 months following the expiration of the Acceptance Period an Acquisition Transaction with respect to Intentia is consummated or a definitive agreement for an Acquisition Transaction with respect to Intentia is entered into and subsequently consummated, Intentia shall pay to Lawson the Intentia Termination Fee.

(d) If (i) the Lawson Special Meeting shall have been held and completed and the Stockholder Approval shall not have been obtained, (ii) after the date hereof an Acquisition Proposal with respect to Lawson was made or renewed and not withdrawn prior to the Lawson Special Meeting at which the Stockholder Approval shall not have been obtained, and (iii) within 12 months following the date on which the Lawson Special Meeting is held an Acquisition Transaction with respect to Lawson is consummated or a definitive agreement for an Acquisition Transaction with respect to Lawson is entered into and subsequently consummated, Lawson shall pay to Intentia the Lawson Termination Fee.

(e) If there has been a Intentia Change in Recommendation, which is not permitted pursuant to Section 2.1(b)(2), or Intentia has breached in any material respect its obligations under Paragraph 2.1 above, Intentia shall pay to Lawson the Intentia Termination Fee.

(f) If there has been a Lawson Change in Recommendation or Lawson has breached in any material respect its obligations under Paragraph 2.2 above, Lawson shall pay to Intentia the Lawson Termination Fee.

(g) In no event shall either party be required to pay a termination fee more than once. Any payment of the Lawson Termination Fee or the Intentia Termination Fee pursuant to this

Paragraph 4 shall be made within one Business Day after such amount becomes payable by wire transfer of immediately available funds.

(h) For purposes of this Section 4.3, the definition of Acquisition Transaction shall be the same as that set forth in Section 2.1(c) except that the references to each of 15 and 20 percent shall be increased in all three instances to 50 percent.

5. Expenses

Except as provided in Paragraph 4.3 above, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Offer is consummated; provided, however, that Lawson and Intentia shall share equally all fees and expenses, other than attorneys’ and accountants’ fees, incurred in connection with (a) the filing, printing and mailing of the Registration Statement/Proxy Statement and any amendments or supplements thereto, (b) the filing fees incurred to list the Consideration Shares for trading on the Nasdaq National Market System, and (c) the filing by the parties hereto of the pre-merger notification forms relating to the Offer under any country’s competition, antitrust or pre-merger filing statute.

6. Regulatory Approvals

Each of Lawson and Intentia shall fully cooperate to promptly make all filings as required under any applicable antitrust, competition or trade regulatory laws, including specifically with the US Department of Justice and Federal Trade Commission under the HSR Act, and any national competition authorities, including without limitation the Swedish Competition Authority, which may have jurisdiction over the parties or the transactions contemplated by this Agreement.

7. Composition of Board and Management Team of Combined Company

(a) Board of Directors. Lawson shall take all requisite action, effective as of date of the closing of the Offer, to cause its Board of Directors to become a Board consisting of nine (9) members, including Richard Lawson and Romesh Wadhwani (each as a Co-Chairman), two (2) additional members, one chosen by each of the current Lawson and Intentia Boards among the current independent board members of each Board as composed as of the date hereof (such number to be increased to two (2) additional members each, totaling four (4) additional members from the current members of each of Lawson and Intentia’s Boards as of the date hereof, if the Chief Executive Officer of the combined company is not chosen from Lawson), the Chief Executive Officer of the combined company and between two (2) and four (4) additional new independent board members to be determined by the Board of the combined company.

(b) Management. The Chief Executive Officer of the combined company has been selected by a committee of directors from each of Lawson and Intentia. Other key executive officer positions shall be determined by the Chief Executive Officer of the combined company in conjunction with the Board of Directors of the combined company.

8. Access to Information

Each of Intentia and Lawson shall, and each shall cause their respective Affiliates to, afford the other party and its representatives and advisers access, at all reasonable times after the announcement of the Offer until the Offer is completed (the “Interim Period”), to its properties, books, contracts and records as well as to its management personnel, employees, contractors, agents, advisers, bankers and consultants, and, during such period, each party shall, and shall cause its respective Affiliates to, furnish promptly to the other party all information concerning its business, properties and personnel as the other party and its representatives and advisers may reasonably request. In addition, each of Intentia and Lawson covenants and agrees that, except as expressly permitted by this Agreement, it will take no action or engage in any transactions that would have the effect of impeding or frustrating the Offer.

9. Additional Covenants

9.1 Conduct of Business. During the Interim Period, each of Lawson and Intentia shall, and shall cause their respective Affiliates to, not take any measures which are reasonably likely to have a material adverse effect on the satisfaction of the conditions to the Offer or its implementation, including any of the following that are reasonably likely to have such an effect: (i) disposing of a material part of the party’s assets, (ii) declaring or paying any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of the party’s capital stock, (iii) increasing or agreeing to increase the compensation payable or to become payable to the party’s officers or, except in accordance with past practice, employees, (iv) granting or agreeing to grant any severance or termination pay except in accordance with past practice, or (v) operate in a manner other than in the ordinary course of its business.

9.2 Redemption of Notes. Intentia shall redeem the Notes, subject to the public announcement that the Offer is unconditional, in accordance with the terms and conditions of the Supplementary Listing Particulars, dated January 4, 2002, as of the date set for the expiration of the period of acceptance of the Offer contained in the Offer Document, as such date may be extended in accordance with Section 3 hereof.

9.3 Tax Matters. Lawson, Intentia and Bidder intend that the Merger and the exchange of the Shares and Warrants pursuant to the Offer, together, shall qualify as an exchange within the meaning of Section 351 of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder. Each of Lawson, Intentia and Bidder has not taken, will not take, has not or will not agree to take, or know of any fact or circumstances which would prevent the Merger and the exchange of the Shares and Warrants pursuant to the Offer from qualifying as an exchange under Section 351 of the Code.

9.4 Severance Benefits. Each of Lawson and Intentia agrees that if any amounts shall become payable to Harry Debes pursuant to Section 4.4(e) of the Employment Agreement, between Lawson and Harry Debes dated as of June 1, 2005, Lawson shall pay 56.75% of such amounts and Intentia shall pay 43.25% of such amounts.

10. Material Changes

Each of Lawson and Intentia shall promptly notify the other orally and in writing of any material adverse change in its or its Affiliates’ businesses, operations or affairs, and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated).

11. No Shop Undertaking

11.1 Restrictions. Each of Intentia and Lawson agrees that it will not, and it will cause its subsidiaries and any representatives not to, prior to the termination of this Agreement: (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal; (ii) furnish any information regarding itself or its respective businesses and Affiliates to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal; (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Acquisition Transaction (other than a confidentiality agreement contemplated by Section 11.2 below).

11.2 Permitted Discussions. Notwithstanding the provisions of Paragraph 11.1, the parties agree that in the case of Lawson, prior to obtaining the Stockholder Approval, and in the case of Intentia, prior to the satisfaction of the Minimum Acceptance Condition, Paragraph 11.1 shall not prohibit the relevant party from engaging in negotiations or discussions with, or furnish any information regarding itself or its respective businesses and Affiliates to, any person that has made a bona fide unsolicited written Acquisition Proposal if: (i) neither the relevant party nor any of its respective representatives have previously violated any of the restrictions set forth in Paragraph 11.1; (ii) the board of directors of the relevant party has determined in good faith by majority vote, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal is or is reasonably likely to result in a Superior Proposal; (iii) the board of directors of the relevant party concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for the board of directors of the relevant party to comply with its fiduciary obligations to the relevant party’s stockholders under applicable law, listing rules or the Takeover Rules; (iv) at least five (5) business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the relevant party gives the other party written notice of the identity of such person and of the relevant party’s intention to furnish nonpublic information to, or enter into discussions with, such person, and the relevant party receives from such person an executed confidentiality agreement containing no less favorable terms than the Confidentiality Agreement; and (v) at least five (5) business days prior to furnishing any such nonpublic information to such person, the relevant party furnishes such nonpublic information to the other party (to the extent such nonpublic information has not been previously furnished by the Company to other party). Without limiting the generality of the foregoing, each relevant party acknowledges and agrees that any violation of, or the taking of any action inconsistent with, any of the restrictions set forth in the preceding

sentence by any of its respective representatives, whether or not such representative is purporting to act on behalf of the relevant party or its respective subsidiaries, shall be deemed to constitute a breach of Paragraph 11.1 by the relevant party.

11.3 Notice. The relevant party shall within 24 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information advise the other party orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information relating to the relevant party (including the identity of the person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any person. The relevant party shall keep the other party fully and promptly informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto.

11.4 Termination of Existing Discussions. The relevant Party shall immediately terminate any discussions ongoing as of the date of this Agreement with any person that relate to any Acquisition Proposal.

11.5 Waiver. The relevant party agrees not to release or permit the release of any person from, or to waive or permit the waiver of any provision of, any confidentiality, “standstill” or similar agreement to which the relevant party or its respective subsidiaries is a party, and will use its commercially reasonable efforts to enforce or cause to be enforced each such agreement at the request of the other party.

12. Governing Law

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Lawson or Intentia mandate the application of the laws of the jurisdiction of organization of such party and except to the extent that application of laws of Sweden apply to the Offer). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the state of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Agreement.

13. Public Announcements; Stockholm Listing; SDR Facility

13.1 Neither Lawson, Intentia nor any of their respective Affiliates shall issue or cause the publication of any press release or other public announcement with respect to the Offer, this Agreement or the other transactions contemplated hereby without the prior written consent of the other party, except as may be required by law or by any listing agreement with, or the policies of, a stock exchange in which circumstance reasonable efforts to consult will still be required to the extent practicable.

13.2 Lawson shall establish a Swedish Depositary Receipts (“SDR”) facility with respect to the Lawson Holdings common stock and apply to list the SDR on the O list of the Stockholm Exchange pursuant to the Stockholm Exchange’s rules on secondary listing.

LAWSON SOFTWARE, INC.		INTENTIA INTERNATIONAL AB


By:	/s/ H. Richard Lawson	By:	/s/ Romesh Wadhwani

Name: H. Richard Lawson		Name: Romesh Wadhwani

Title: Chairman of the Board		Title: Chairman of the Board


LAWSON HOLDINGS, INC.		LAWSON ACQUISITION, INC.


By:	/s/ Bruce B. McPheeters	By:	/s/ Bruce B. McPheeters

Name: Bruce B. McPheeters		Name: Bruce B. McPheeters

Title: Secretary		Title: Secretary

List of Schedules

1—Press Announcement

EX-2 3 a05-10630_1ex2.htm EX-2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN,
CANADA, NEW ZEALAND OR SOUTH AFRICA

For further information: Lawson Software	Intentia International

Media contact: Terry Blake Director, Corporate Communications +1-651-767-4766 terry.blake@lawson.com	Media contact: Lut Verschueren Global Press Relations Manager +32 473 71 32 92 lut.verschueren@intentia.be

Investor and analyst contact: Barbara Doyle Vice President, Investor Relations and Corporate Communications +1-651-767-4385 barbara.doyle@lawson.com	Investor and analyst contact: Odella Schattin Investor Communications Manager +46 733 27 51 77 odella.schattin@intentia.se

LAWSON SOFTWARE AND INTENTIA INTERNATIONAL COMBINE TO
FORM A GLOBAL LEADER IN ENTERPRISE SOFTWARE

Combination creates a global leader in enterprise software and
the largest software provider dedicated to the mid-market customer segment

• Recommended offer for all shares in Intentia International in exchange for shares of Lawson(1) common stock.

• 0.4519 share of Lawson common stock is offered for each Series B share in Intentia International.

ST. PAUL, Minnesota and STOCKHOLM, Sweden – June 2, 2005 – Lawson Software, Inc. (“Lawson” or “Lawson Software”) (NASDAQ: LWSN) today announced an agreement to combine with Stockholm, Sweden-based Intentia International AB (“Intentia”) (XSSE: INT B) in an all-stock transaction. Based on Lawson’s closing stock price of USD 5.92 on May 31, 2005, the transaction is valued at approximately USD 480 million. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close by December 31, 2005, subject to certain closing conditions. The companies will host a conference call to discuss the announcement today at 9 a.m. US EDT and 3 p.m. CET (see details toward end of this news release).

Upon completion of the transaction, the company will operate under the name Lawson Software with US headquarters in St. Paul, Minnesota, and international operations headquartered in Stockholm, Sweden. The transaction will create a new company with more than 3,500 employees serving approximately 4,000 customers in 40 countries with business applications for the services, manufacturing, distribution and

(1) As part of the contemplated combination, Lawson Software intends to complete a holding company restructuring. All references to Lawson refer to either Lawson Software or the public holding company that will result from the restructuring. For further details, see “The Offer” below.

maintenance sectors spanning multiple industry categories. Bringing together these two highly complementary companies of similar size will create a new entity with significant global scale and a strong balance sheet that supports long-term viability and an ability to invest in innovation.

“This is not a typical software consolidation,” said Richard Lawson, chairman of the board, Lawson Software. “This is a combination of equal companies that has tremendous growth potential in the enterprise software market. We are very excited about going forward as a unified organization with a strong financial position and strong balance in our customers, people, products, industry markets, and geographies.”

“This is a winning combination for shareholders, clients, and employees,” said Dr. Romesh Wadhwani, chairman of the board, Intentia. “Shareholders will benefit from the greater scale, growth and profit potential of the combined business. Customers will benefit from the superior value of the great solutions and technology that each company has developed for its target vertical markets. To help our customers with their purchasing decisions of either the Intentia or Lawson platforms or applications, we are committed to providing new releases, enhancements and support for our core products for at least five years. Because there is little product and geographic overlap, the new company can retain our service and support organizations for our existing products with no disruption. We can be a single-source supplier to our customers offering them a broader range of industry-specific ERP applications. Employees will benefit from being part of a leading global company. Because there is little overlap in geographies or products, the impact on employee opportunities should be positive.”

Richard Lawson and Romesh Wadhwani will serve as co-chairmen of the new company. Richard Lawson co-founded Lawson in 1975 and has led the technology vision for the company throughout its 30-year history. Romesh Wadhwani, also chairman and CEO of Symphony Technology Group, is a 30-year software industry executive and strategist. He was the founder and former chairman and CEO of Aspect Development, Inc., and was vice chairman of i2 Technologies following i2’s purchase of Aspect in 1999. The co-chairmen provide more than 60 years of combined experience in the software industry. The new board of directors of the combined company will consist of three directors from Lawson, three directors from Intentia, two new directors to be selected and Harry Debes, who will be assuming the chief executive officer position in the combined company as discussed below.

Jay Coughlan, president and CEO of Lawson, has announced that he will be stepping down from his role and leaving Lawson after a transition period to be determined (see separate release issued today).

Effective June 15, 2005, Harry Debes will join Lawson as president and CEO. Debes has been a senior executive in the enterprise software industry for more than 20 years. Previously, he ran Geac Asia-Pacific, Geac Enterprise Solutions for the Americas, and America’s field operations for J.D. Edwards, which included all sales and services. Following J.D. Edwards’ acquisition by PeopleSoft, Debes left to become president

and CEO of SPL Worldgroup, a leading provider of enterprise software to the electrical utility industry. Debes brings to Lawson deep knowledge of the enterprise software industry, proven business and operational skills, and a strong focus on delivering customer value and satisfaction.

Robert Barbieri will continue in his role as chief financial and performance officer of Lawson during and after the close of the transaction. He also brings strong credentials from his previous experience as CFO of a large public company as well as his deep knowledge of Lawson. Barbieri joined Lawson in August 2000 as CFO and executive vice president of operations and was instrumental in leading Lawson from a privately held to a publicly traded company. At Lawson, Barbieri has provided leadership for business strategy and transformation operations, global finance, lender and investor relations, strategic planning and implementation, acquisitons and corporate development. From January 1997 to August 2000, Barbieri worked at Apogee Enterprises, Inc., where he served as vice president and CFO. From 1984 to 1997, Barbieri worked at Air Products and Chemicals, Inc., where he was controller for the general industries division of the gases group.

Upon the close of the transaction, Bertrand Sciard, president and CEO of Intentia, will become chief operating officer of the combined company with responsibility for all global field operations. Sciard’s deep industry knowledge and global experience in sales and services make him a strong fit for this global role. Before joining Intentia in March 2004, Sciard was executive vice president of Geac, with responsibility for all operations within EMEA and Asia Pacific. Previously, Sciard was European managing director of JBA Plc, and president and CEO of Presys. He also held several senior roles at IBM for 17 years.

The combined company will specialize in serving medium and large enterprises with a comprehensive product portfolio that encompasses all core enterprise resource planning, performance management, supply chain and asset management applications. Lawson products focus on financial, human resources, procurement, and retailing, while Intentia products focus on manufacturing, distribution and maintenance applications. As a result, the two companies have little overlap in products, customers, industry focus or geographies. This strong fit is expected to simplify the integration of the companies, minimizing customer impact. The combination also simplifies purchasing decisions for customers by offering more solutions from a single vendor with scale and a very strong balance sheet. The minimal overlap provides near-term opportunities for cross-selling of products to the combined customer base.

The company will provide solutions to serve a broad cross-section of industries. Intentia’s industry-specific focus in fashion, food and beverage, wholesale, asset-intensive and manufacturing areas is complementary to Lawson’s focus in healthcare, retail, government, education, and financial services.

Lawson’s strong US presence complements Intentia’s strength in Europe and the Asia-Pacific region. The combined company will have a large, balanced global presence with approximately 45 percent of the

combined revenues from North America, 45 percent from Europe and 10 percent from the Asia-Pacific region.

The new company will be the largest enterprise applications supplier dedicated to the mid-market customer segment, offering solutions that can scale to meet the needs of the largest enterprises. Industry analysts anticipate spending on business software by small and mid-sized companies to increase after years of lagging IT investments. Both Lawson and Intentia have demonstrated success in meeting the unique requirements of mid-market clients, and the scale of the new company provides added resources to dedicate to this fast-growing market segment.

“This agreement is a milestone for both Lawson and Intentia and I am pleased to have Romesh join me as co-chairman of the board of directors. The combination of two companies of similar size will provide the scale to greatly enhance our global competitive position, and will present a strong new choice in the enterprise applications marketplace to fill the gap created by industry consolidation,” said Richard Lawson. “The mid-market needs a provider with global reach, a broad product portfolio, industry-specific solutions across multiple categories, world-class partners and staying power. In addition, the combination positions Lawson in the top tier among enterprise applications providers worldwide and creates one of the largest providers of enterprise applications for IBM environments. Intentia is among the top IBM eServer partners globally and Lawson has been a leading provider of enterprise applications for the IBM eServer platform for many years. We are committed to continued investments in R&D to enhance our existing products as well as new applications using our recently announced Landmark development process.”

Based on a service-oriented architecture, Landmark is designed to enable Lawson and its clients to quickly and easily modify and customize business processes for rapidly changing specific business or technology needs. The new model dramatically reduces the source coding required for applications and will result in virtually error-free, consistent Java code. Landmark will complement Intentia’s suite of Java-based, enterprise scale applications that conform to industry standards for integration, interoperability, and service-orientated architecture.

Lawson reported revenues of USD 364 million in the fiscal year ended May 31, 2004, and Intentia reported revenues of SEK 2,983 million (approximately USD 406 million) for the fiscal year ended December 31, 2004. Pro forma financial information for the combined companies on a US GAAP (generally accepted accounting principles) basis is not presently available and will be provided in the Offer Prospectus and Lawson’s Registration Statement on Form S-4 in the United States. In addition, Intentia’s financial statements that are reconciled to US GAAP are not presently available. Lawson and Intentia anticipate that such reconciliation will reallocate both revenues and expenses for Intentia among different periods than reported under Swedish GAAP, and under certain circumstances, some Intentia revenue recognized under Swedish GAAP, but deferred in the US GAAP reconciliation, will not be recognized in future periods as a

result of customary purchase accounting. These non-cash US GAAP reconciling adjustments and the non-cash purchase accounting adjustments could be substantial.

Lawson and Intentia expect the net effect of the transaction will be accretive to earnings in the first year after the close of the transaction.

The Offer

Lawson and Intentia will effect their business combination through a recommended public offer (the “Offer”) for (i) all outstanding Intentia Series A and Series B shares and (ii) all outstanding warrants to purchase Series B shares, in exchange for shares of Lawson common stock. Under the Offer, Lawson would issue approximately 81 million shares of its common stock, with an aggregate transaction value of approximately USD 480 million, based on the closing price of the Lawson common stock on May 31, 2005. The Offer is expected to result in Lawson’s stockholders owning approximately 56.75 percent, and Intentia’s stockholders owning approximately 43.25 percent, of Lawson based on the Lawson capital stock and Series A and Series B Intentia capital stock, calculated on a fully-diluted basis using the treasury method. Lawson and Intentia have entered into a Transaction Agreement in connection with the Offer and certain stockholders of each company have entered into Irrevocable Undertakings with respect to the Offer. Lawson and Intentia intend that the Merger (as defined) and the exchange of the Intentia shares and warrants pursuant to the Offer, together, will qualify as an exchange within the meaning of Section 351 of the United States Internal Revenue Code.

In connection with the Offer, Lawson plans, subject to completion of documentation required by applicable laws and regulations as mutually agreeable to both parties, to make an offer to purchase all outstanding 5% Convertible Subordinated Notes due 2006 (the “Notes”) of Intentia for cash equal to the principal amount of each outstanding Note plus accrued but unpaid interest, if any, to the end of the acceptance period.

As a technical matter, the Offer will be made by Lawson Holdings, Inc, (“Holdings”), a new Delaware holding corporation created to effect the Offer. At the time all conditions to the Offer are satisfied or waived, subject to shareholder approval, Lawson Software will complete the holding company reorganization (the “Restructuring”). As part of the Restructuring, Lawson Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Holdings, will merge with and into Lawson Software, with Lawson Software as the surviving corporation (the “Merger”). By virtue of the Merger, each share of Lawson Software’s outstanding common stock will be converted, on a one share for one share basis, into a share of Holdings common stock. Lawson Software will become a wholly owned subsidiary of Holdings, which will become the public company listed on Nasdaq with the same capitalization, articles and bylaws as Lawson Software, and will assume all of Lawson Software’s obligations under existing stock option plans or grants. The consideration under the Offer will be newly issued shares of Holdings common stock. All references to Lawson include

Lawson Software in this press release prior to the Restructuring and Holdings as the successor public company after the Restructuring.

In the offer:

• Lawson is offering 0.5061 newly issued share of Lawson common stock for each outstanding Series A share(2).

• Lawson is offering 0.4519 newly issued share of Lawson common stock for each outstanding Series B share.

• Lawson is offering 0.2157 newly issued share of Lawson common stock for each warrant to purchase Series B shares of Intentia.

No commission will be charged on securities tendered under the Offer. To the extent holders of Intentia’s securities are entitled to receive fractions of Lawson shares, such fractions will be sold by a financial institution on a best efforts basis on the Nasdaq National Market on behalf of the Intentia security holders and the proceeds remitted in SEK to the Intentia security holders so entitled. Lawson does not currently hold any shares issued by Intentia.

Lawson expects to apply to list Swedish Depositary Receipts for Lawson common stock on the O-list of the Stockholm Exchange pursuant to the Stockholm Exchange’s policy on secondary listing.

The laws of Sweden, the Swedish Industry and Commerce Stock Exchange Committee’s (Näringslivets Börskommitté) rules concerning public offers for the acquisition of shares (“NBK’s Rules”) and the Securities Council’s (Aktiemarknadsnämnden) rules of interpretation and implementation shall apply to the Offer.

The offer for the Notes will be financed by liquid funds and existing credit facilities within the Lawson group.

(2) The Swedish Securities Council has in its statement 2005:13 stated that the premium paid for Series A shares compared to Series B shares, 12 percent, is in compliance with best practice (Sw. god sed) on the Swedish stock market.

Offer Premium and Offer Value

Based on the closing prices for Lawson and Intentia Series B shares on the Nasdaq National Market and the Stockholm Stock Exchange, respectively, on May 31, 2005, the Offer for the Series B shares corresponds to a premium of approximately 36 percent.

Assuming full acceptance of the Offer, approximately 81 million shares in Lawson will be issued. Based on the closing price for Lawson shares on May 31, 2005, the total value of the Offer amounts to approximately SEK 3.6 billion (USD 480 million) based on the currency exchange rate of USD 0.135 per SEK.

Recommendation by the Intentia Board of Directors

After careful consideration, the Intentia board of directors unanimously determined that the Offer, the Transaction Agreement and the transactions contemplated thereby are advisable and fair to and in the best interests of Intentia and its stockholders, approved the Transaction Agreement and the transactions contemplated thereby, and unanimously recommends the acceptance of the Offer by Intentia’s stockholders and holders of the Notes.

The Intentia board of directors has retained Deutsche Bank Securities as exclusive financial advisor in connection with the Offer. Deutsche Bank Securities has provided a fairness opinion to the Intentia board that, as of June 2, 2005, the Series B exchange ratio is fair, from a financial point of view, to the holders of the Series B shares of Intentia. The entire opinion will be included in the Offer prospectus and Registration Statement.

Recommendation by the Lawson Board of Directors

After careful consideration, Lawson’s board of directors unanimously approved the Offer, the Merger, the Transaction Agreement and the transactions contemplated thereby and recommended that the Lawson stockholders approve the Merger and the issuance of the Lawson shares of common stock in connection with the Offer.

The Lawson board of directors has retained Lehman Brothers as exclusive financial advisor in connection with the Offer. Lehman Brothers has provided a fairness opinion to the Lawson board regarding the fairness to Lawson, as of the date of such opinion, of the blended exchange ratio to be paid by Lawson in the Offer. The entire opinion will be included in the Offer prospectus and Registration Statement.

Conditions to the Offer

Completion of the Offer is subject to satisfaction of the following conditions:

1. That the Offer is accepted to such an extent that Lawson becomes the owner of shares (including warrants to purchase shares) representing more than 90% of each of the outstanding shares and voting power in Intentia on a fully diluted basis (defined for this purpose to include all shares issuable pursuant to outstanding warrants but exclude shares issuable pursuant to outstanding convertible securities);

2. That the recommendation by the Board of Directors of Intentia that Intentia shareholders accept the Offer has not been withdrawn or materially adversely modified;

3. That the shares of Lawson to be issued under the Offer are approved for listing on the Nasdaq National Market;

4. That all necessary approvals from public authorities, including competition authorities, are obtained on terms reasonably acceptable to Lawson;

5. That Lawson’s Registration Statement on Form S-4 in the United States, which will register the shares of Lawson common stock to be issued pursuant to the Offer, has become effective under the Securities Act of 1933, as amended, and is not the subject of any stop order or proceeding seeking a stop order;

6. That Lawson’s stockholders have approved the Merger and the issuance of the Lawson shares in connection with the Offer by the required vote under Nasdaq rules;

7. That no buyer publicly announces an offer to acquire shares in Lawson, which, based on the good faith determination by the Board of Directors of Lawson of its fiduciary obligations to its stockholders under law in the United States, results in the withdrawal or material, adverse modification of the recommendation by the Board of Directors of Lawson that the Lawson stockholders approve the Merger and the issuance of shares of Lawson in connection with the Offer; provided that the Lawson Board of Directors may not withdraw or modify its recommendation unless (i) it receives an alternative acquisition proposal, (ii) it provides Intentia prior notice of Lawson’s Board meeting to consider the alternative proposal, (iii) a majority of Lawson’s Board makes a good faith determination (with the consultation of its legal and financials advisors) that the alternative acquisition proposal represents a superior proposal, (iv) Lawson’s Board determines in good faith that the Board recommendation change is required in order to satisfy the Board’s fiduciary duties to Lawson’s stockholders, and (v) Lawson shall not have violated its non-solicitation obligation to Intentia;(3)

(3) The Swedish Securities Council has in its statement 2005:16 stated that a condition of this type is in compliance with best practice (Sw. god sed) on the Swedish stock market provided that the assessment of the Board of Directors is based on a professional legal analysis of US Law.

8. That Intentia does not take any measures which are reasonably likely to have a material adverse effect on the satisfaction of the conditions to the Offer or its implementation, including any of the following that are reasonably likely to have such an effect: (i) disposing of a material part of Intentia’s assets, (ii) declaring or paying any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of Intentia’s capital stock, (iii) increasing or agreeing to increase the compensation payable or to become payable to Intentia’s officers or, except in accordance with past practice, employees, (iv) granting or agreeing to grant any severance or termination pay except in accordance with past practice or with the consent of Lawson, or (v) operating Intentia in a manner other than in the ordinary course of its business;

9. That prior to the expiration of the acceptance period, the combination of Lawson and Intentia is not prohibited or significantly impaired, or the ownership or operation of Intentia by Lawson is prohibited or significantly impaired, as the result of legislation, actions of a court or public authority, or similar events in Sweden, in the United States, or in another country, which have occurred or is expected to occur;

10. That no material adverse effect on Intentia’s financial condition or operations has occurred or exists; “material adverse effect” shall mean any change, effect, event, state of facts or inaccuracy (including, without limitation, any inaccurate or misstated information made public by Intentia or any information which should have been made public by Intentia and has not been made public), that has not been made public or disclosed in writing to Lawson prior to the announcement of this Offer and that has had a material adverse effect on Intentia’s business, results of operations, or financial condition; provided, however, no changes, effects, events or state of facts related to any of the following shall be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a material adverse effect: (a) conditions affecting the software industry generally or the economy of any country where Intentia has conducted operations generally; (b) the announcement or pendancy of the Offer; (c) conditions affecting general world-wide economic, business or capital market conditions; (d) changes in applicable laws or accounting principles after the date hereof; or (e) an outbreak or escalation of hostilities involving the United States or Sweden, the declaration of the United States or Sweden of a national emergency or war, or the occurrence of any acts of terrorism;

11. That Intentia, after the date of this press announcement, has not issued any shares of its capital stock or granted any options, rights or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except upon the exercise of warrants, options or convertible securities outstanding on the date hereof or with the prior written approval of Lawson; and

12. Lawson shall have received an opinion of Dorsey & Whitney LLP, counsel to Lawson, and Intentia shall have received an opinion of O’Melveny & Myers LLP, counsel to Intentia, respectively, that the Merger and the exchange of the Intentia shares and warrants pursuant to the Offer, together, will qualify as an exchange within the meaning of Section 351 of the United States Internal Revenue Code.

Lawson may withdraw the Offer in the event that it is clear that any of the above conditions are not fulfilled or cannot be fulfilled. However, with regard to the conditions 2 through 5 and 7 through 12 such withdrawal will only be made provided that the failure of the relevant condition is of material importance to Lawson’s acquisition of Intentia.

Lawson reserves the right to waive, in whole or in part, all of the conditions set out above, save for conditions 3 through 6 and 12. However, condition 1 will not be waived if Lawson would obtain less than 70% of the outstanding shares and voting power of Intentia.

Irrevocable Undertakings

Symphony Technology Group (“Symphony”) and Tennenbaum Capital Partners, LLC (“Tennenbaum”), which group owns in the aggregate 4,580,384 shares of Series A and 59,217,099 shares of Series B in Intentia, representing 38 percent of the capital and 49 percent of the votes in Intentia, and 23,000,000 warrants to purchase Series B shares of Intentia, representing all of Intentia’s outstanding warrants, have each undertaken, pursuant to an agreement providing that such undertakings shall be irrevocable until the closing of the Offer or that date which is six months following termination of the Offer: (i) to accept the Offer, tender all of their shares and warrants and not withdraw their shares or warrants once tendered, (ii) to vote against competing acquisition proposals, (iii) not to transfer any of their Intentia shares or warrants and (iv) not to solicit competing proposals for the acquisition of Intentia.

Richard Lawson, John Cerullo and William Lawson, which group owns 35,526,226 shares of Lawson common stock, or 35 percent of the outstanding shares, have each undertaken, pursuant to an agreement providing that such undertakings shall be irrevocable until the closing of the Offer or that date which is six months following termination of the Offer: (i) to vote all of their respective Lawson shares at the Special Meeting of Lawson Stockholders in favor of the Merger and the approval of the issuance of Lawson Shares to be offered to Intentia stockholders in the Offer, (ii) to vote all of their respective Lawson shares at the Special Meeting of Lawson Stockholders against any competing acquisition proposals and (iii) not to transfer any of their Lawson shares, and (iv) not to solicit competing proposals for the acquisition of Lawson.

Transaction Agreement

Lawson and Intentia have entered into a Transaction Agreement in connection with the Offer. Each of the parties has agreed that it will not to solicit, encourage or facilitate an alternative acquisition proposal for such party, or furnish information regarding such party to a third party and it will notify the other party upon receipt of any alternative acquisition proposals. Neither party will engage in any discussions with any third party with respect to an alternative acquisition proposal, or provide information to such third party, unless a party receives a bona fide unsolicited written acquisition proposal and a majority of such party’s board (with

the consultation of its legal and financial advisors) in a good faith determines that such proposal represents a superior proposal and that such discussions with the third party are required in order to comply with such party’s fiduciary obligations to its stockholders.

Lawson and Intentia have also agreed that their respective board recommendations shall not be amended, modified or altered in any way adverse to the other party, unless the party changing its recommendation (i) receives an alternative acquisition proposal, (ii) provides the other party prior notice of the party’s board meeting to consider the alternative proposal, (iii) the majority of that party’s board has made a good faith determination (with the consultation of its legal and financial advisors), that the alternative acquisition proposal represents a superior proposal, (iv) the party’s board determines in good faith that the board recommendation change is required in order to comply with such party’s fiduciary obligations to its stockholders, and (v) the party shall have not violated its non-solicitation obligations to the other party.

Lawson has agreed to extend the Offer for successive extension periods not in excess of ten (10) business days per extension if, at the scheduled expiration date of the Offer or any extension thereof, the Conditions 1 or 4 set forth above shall not have been satisfied or waived up through any termination of the Transaction Agreement in accordance with its terms.

Intentia has agreed to redeem the Notes, subject to the announcement that the conditions to the Offer have been fulfilled, on the date set for the expiration of the acceptance period for the Offer contained in the Offer Prospectus, as such date may be extended in accordance with the Transaction Agreement.

Lawson shall pay Intentia a termination fee of $14,250,000 under certain circumstances if (A) an alternative acquisition proposal is made, the Offer is not consummated, and an acquisition of Lawson is subsequently consummated, or (B) the board of Lawson amends, modifies or alters its recommendation to its stockholders regarding the Offer in a manner adverse to Intentia.

Intentia shall pay Lawson a termination fee of $5,400,000 under certain circumstances if (A) an alternative acquisition proposal is made, the Offer is not consummated, and an acquisition of Intentia is subsequently consummated, or (B) the board of Intentia amends, modifies or alters its recommendation to its stockholders regarding the Offer in a manner adverse to Lawson.

Preliminary Timetable

It is estimated that an Offer prospectus will be distributed to the shareholders of Intentia as soon as possible after Lawson’s Registration Statement on S-4 is declared effective in the United States. Under applicable Swedish rules, the Offer prospectus is required to be distributed no later than five weeks following the date of this press release. Lawson has obtained an exemption from this requirement from the Swedish Securities

Council in order to coordinate its compliance with laws and rules in both Sweden and the United States. The acceptance period of the Offer, which will last at least 20 business days, will be set out in the Offer Prospectus. Lawson reserves the right to extend the acceptance period and Lawson will extend the acceptance period for consecutive 10 business day periods under certain circumstances. The Offer is expected to close prior to December 31, 2005. As further information regarding the timing becomes available, Lawson will announce it.

Advisors

Lehman Brothers, Inc. is Lawson’s financial advisor in conjunction with the Offer. Dorsey & Whitney LLP and Gernandt & Danielsson Advokatbyrå KB are Lawson’s legal counsel in conjunction with the Offer.

Deutsche Bank Securities Inc. is Intentia’s financial advisor in conjunction with the Offer. O’Melveny & Myers LLP and Linklaters Advokatbyrå AB are Intentia’s legal counsel in conjunction with the Offer.

Conference Call

The companies will host a conference call to discuss today’s announcement at 3:00 p.m. CET/ 9:00 a.m. U.S. EDT today, June 2, 2005. Interested parties may listen to the call by dialing 1-888-942-8134 if dialing from the United States. or +1-517-308-9017 if dialing from a location outside the United States. The passcode is Lawson 62. A live webcast will also be available on www.intentia.com and www.lawson.com. Interested parties should dial into the conference call or access the webcast approximately 10-15 minutes before the scheduled start time. A replay will be available approximately one hour after the conference call concludes and will remain available through the close of business June 16, 2005. The replay number is 1-888-277-9385 in the U.S. and +1-402-998-0509 for callers from outside the United States. The webcast will remain on www.intentia.com and www.lawson.com for approximately two weeks.

About Lawson

Lawson provides business application software and services that put time on the side of services organizations in the healthcare, retail, government and education, banking and insurance and other markets. Lawson’s software suites include enterprise performance management, distribution, financials, human resources, procurement, retail operations and service process optimization. Headquartered in St. Paul, Minnesota, Lawson has offices and affiliates serving North and South America, Europe and Africa. Additional information is available at www.lawson.com.

About Intentia

Intentia is a global enterprise solutions provider 100% dedicated to bringing software applications and consulting services to companies whose core processes involve manufacturing, distribution and maintenance.

Intentia customers are typically medium to large organizations that operate in complex supply chains with tough competition and limited internal resources. They require the reliability, experience and security of a substantial supplier with the flexibility and specialist knowledge of their industries and processes.

Intentia solutions are built from the ground up with the specific needs of these customers in mind, and the ability to grow and change easily with their businesses. They simplify complex processes, anticipate customer demands and deliver added value in both the short and long term—making them the intelligent choice.

Intentia was founded in 1984 and serves over 3,000 customer sites in some 40 countries around the world. Our business solutions currently comprise enterprise management, supplier relationship management, customer relationship management, supply chain management, value chain collaboration, enterprise performance management and workplace management.

Intentia is a public company traded on the Stockholm Stock Exchange (XSSE) under the symbol INT B. Visit Intentia’s website at www.intentia.com for press information including press releases, information for investors, and company and product information.

Forward-Looking Statements

Management of Lawson and Intentia believe certain statements in this press release may constitute forward-looking statements with respect to the financial condition, results of operations and activities of Lawson and Intentia with respect to these items.

These forward looking statements including statements regarding the expected closing date of the transaction, accretive nature of the acquisition, the expected benefits of the combination and growth of the combined entity, projected future customers, opportunities for growth, the purchase price, the number of shares of Lawson stock to be issued and other statements that are not historical fact. These forward-looking statements are based on currently available competitive, financial and economic data together with management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from those expressed or implied in the forward-looking statements and are subject to certain risks, uncertainties and other factors that are beyond the control of Lawson and Intentia.

Such risks and uncertainties include but are not limited to, the companies’ ability to integrate operations and retain key personnel, satisfaction of conditions to closing, including regulatory approvals; changes in the demand for business process software solutions, particularly in light of competitive offerings; the timely availability and market acceptance of new products and upgrades; the impact of competitive products and pricing; the discovery of undetected software errors; the companies’ ability to realize the synergies and operating efficiencies anticipated from the acquisition; changes in the financial condition of the companies’ major commercial customers and the companies’ future ability to continue to develop and expand their product and service offerings to address emerging business demand and technological trends and other factors discussed in Lawson’s Quarterly report on Form 10-Q, for the quarter ended February 28, 2005. As a result of these factors the business or prospects expected by the company as part of this announcement may not occur. The companies undertake no obligation to revise or update publicly any forward-looking statements.

Additional Information And Where To Find It

Lawson intends to file a registration statement on Form S-4 containing a proxy statement/prospectus/offering memorandum 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/offering memorandum will be mailed to the stockholders of each of Lawson and Intentia and the security holders of Lawson and Intentia are urged to read the proxy statement/prospectus/offering memorandum 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 web site 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 page on its corporate Web site at www.lawson.com.

Lawson and its directors and executive officers may be deemed to be participants in the solicitation 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/offering memorandum described above. Additional information regarding these directors and executive officers is also included in Lawson’s proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on or about September 27, 2004. This document is available free of charge by contacting the SEC or Lawson as indicated above.

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EXECUTION COPY

STOCKHOLDER IRREVOCABLE UNDERTAKING

This STOCKHOLDER IRREVOCABLE UNDERTAKING (this “Undertaking”) is made and entered into as of June , 2005, by and between Intentia International AB (publ), a company organized under the laws of Sweden, (“Intentia”), and the undersigned Stockholder (“Stockholder”) of Lawson Software, Inc., a Delaware corporation (“Lawson”).

RECITALS

A. Intentia, Lawson , Lion Holdings, Inc., a Delaware corporation (“Bidder”) and Lion Acquisition, Inc., a Delaware corporation (“Lion Acquisition”) have entered into a Transaction Agreement (the “Transaction Agreement”). Lawson has organized Bidder and caused Bidder to organize Lion Acquisition for the purpose of reorganizing Lawson into a holding company through a merger of Lion Acquisition with and into Lawson, with Lawson as the surviving corporation (the “Merger”) pursuant to an Agreement of Merger between Lawson and Lion Acquisition (the “Merger Agreement”). As a result of the Merger, Lawson will become a wholly owned subsidiary of Bidder. Bidder will enter into a business combination with Intentia pursuant to the Transaction Agreement by means of a recommended public offer by Bidder for all of the issued and outstanding shares, warrants and convertible notes of Intentia (the “Offer”);

B. Such Offer will be publicly announced by way of a press release issued by Lawson and Intentia setting forth the terms and conditions of the purchase and in the agreed form as set out in Appendix 1 (the “Press Announcement”);

C. Stockholder is the beneficial owner (as such term is defined under Rule 13(d)(3) promulgated under the Securities Exchange Act of 1934, as amended) of such number of shares of Common Stock, par value $0.01 per share, of Lawson (“Lawson Common Stock”) as set forth on the signature page hereof, and options, warrants or other rights to acquire such number of shares of Lawson Common Stock as set forth on the signature page hereof; and

D. As an inducement and a condition to entering into the Transaction Agreement and issuing its press release, Intentia has requested that Stockholder agree, and Stockholder has agreed (in Stockholder’s capacity as such), to enter into this Agreement in order to facilitate the consummation of the Offer.

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

1. Definitions. For the purposes of this Agreement, capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement.

“Expiration Date” shall mean the earlier to occur of (i) six months after the earlier date of (A) the termination of the Offer by Lawson in accordance with the terms and conditions set forth in the Press Announcement, or (B) termination of the Transaction Agreement or (ii) such date

and time as the Offer shall have consummated in accordance with the terms and conditions set forth in the Transaction Agreement and the Press Announcement.

“Person” shall mean any individual, any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization or entity, or any governmental authority.

“Shares” shall mean: (i) all securities of Lawson (including all shares of Lawson Common Stock and all options, warrants and other rights to acquire shares of Lawson Common Stock) owned by Stockholder as of the date of this Agreement, and (ii) all additional securities of Lawson (including all additional shares of Lawson Common Stock and all additional options, warrants and other rights to acquire shares of Lawson Common Stock) of which Stockholder acquires beneficial ownership during the period commencing with the execution and delivery of this Agreement until the Expiration Date.

A Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly (i) offers for sale, sells, assigns, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, or (ii) enters into an agreement, commitment or other arrangement providing for the sale of, assignment of, pledge of, encumbrance of, granting of an option with respect to, transfer of or disposition of such security or any interest therein; provided, however, that the granting by Stockholder of a security interest in Shares to a brokerage firm to secure a cash loan from such brokerage firm for the purpose of purchasing shares of Lawson Common Stock upon exercise of Lawson Options outstanding on the date of this Agreement shall not be deemed a “Transfer” for purposes of this Agreement.

2. Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not, directly or indirectly, (i) cause or permit the Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that Lawson register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with Lawson, if any, as in effect as of the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Lawson Options after the date hereof.

3. Voting Agreement. At any meeting of Lawson’s stockholders called with respect to the following, however called, and at every adjournment or postponement thereof, Stockholder shall appear at such meeting, in person or by proxy, or otherwise cause all of the

Shares to be counted as present thereat for purposes of establishing a quorum thereat, and Stockholder shall vote, or cause to be voted (and on every action or approval by written consent of stockholders with respect to the following, act, or cause to be acted, by written consent) with respect to all of the Shares that Stockholder is entitled to vote or as to which Stockholder has the right to direct the voting, as of the relevant record date:

(a) in favor of the issuance of shares of Bidder Common Stock in connection with the Offer;

(b) in favor of adoption of the Merger Agreement and approval of the transactions contemplated thereby; and

(c) against any proposal made in opposition to, or in competition with, consummation of the Offer, including any Acquisition Proposal.

4. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder shall deliver to Intentia an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permitted by applicable law, with respect to the Shares.

5. Representations and Warranties. Stockholder hereby represents and warrants to Intentia as follows:

(a) Ownership of Shares. Stockholder is the beneficial owner (as such term is defined under Rule 13(d)(3) promulgated under the Securities Exchange Act of 1934, as amended, except that such terms shall include Shares that may be acquired more than sixty (60) days from the date hereof) of all of the Shares. Stockholder has sole voting power and the sole power of disposition with respect to all of the Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. Stockholder is the sole record holder (as reflected in the records maintained by Lawson’s transfer agent for Lawson Common Stock) of all of the Shares.

(b) Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of Stockholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or court order to which Stockholder is a party or is subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

(c) No Consents. To his, her or its knowledge, the execution and delivery of this Agreement by Stockholder does not, and the performance by Stockholder of his, her or its obligations hereunder will not, require Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority.

6. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Intentia any direct or indirect ownership or incidence of ownership of or with respect to any Shares. Except as provided in this Agreement, all rights, ownership and economic benefits relating to the Shares shall remain vested in and belong to Stockholder.

7. No Solicitation. Shareholder, in its capacity as a shareholder, shall not, and shall cause each of its representatives (other than Lawson and its subsidiaries) not to, take any action that would constitute a breach of Paragraph 11 of the Transaction Agreement if such action were taken by Lawson..

8. Stockholder Notification of Acquisition of Additional Shares. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall promptly notify Intentia of the number of any additional shares of Lawson Common Stock and the number and type of any other voting securities of Lawson acquired by Stockholder, if any, after the date hereof.

9. Termination. This Agreement shall terminate immediately and automatically, without any action on the part of any party hereto, as of the Expiration Date.

10. Directors and Officers. Notwithstanding anything in this Agreement to the contrary, if Stockholder is a director or officer of Lawson, nothing contained in this Agreement shall prohibit such director or officer from acting in his/her capacity as such or from taking such action as a director or officer of Lawson that may be required on the part of such person as a director or officer of Lawson, including acting in compliance with paragraph 2 and11.2 of the Transaction Agreement.

11. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(b) Certain Events. This Agreement and the obligations hereunder shall attach to all of the Shares and shall be binding upon any person to whom legal or beneficial ownership of any of the Shares shall pass, whether by operation of law or otherwise. Notwithstanding any Transfer of any of the Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, this Agreement and the obligations hereunder shall not attach to any Shares that are Transferred, and shall not be binding upon any person to whom legal or beneficial ownership of any of the Shares shall pass, in any Transfer effected by Stockholder pursuant to the last sentence of Section 2 of this Agreement.

(c) Assignment. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Any purported assignment in violation of this Section shall be void.

(d) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the parties hereto.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) of transmission by telecopy or telefacsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) if delivered by a nationally recognized courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i) if to Intentia, to:

Vendevägen 89

Box 596

SE-182 15 Danderyd

Sweden

Attention: Niklas Björkqvist

Telephone No.: +46 (0)8 5552 5000

Telecopy No.: +46 (0)8 5552 5999

(ii) if to Stockholder, to the address for notice set forth on the signature page hereof.

with copies to

Dorsey & Whitney LLP

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402

Attention: Jonathan B. Abram

Telephone No.: (612) 343-7962

Telecopy No.: (612) 340-8738

(f) Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.

(g) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Lawson or Intentia mandate the application of the laws of the jurisdiction of organization of such party and except to the extent that the application of the laws of Sweden apply to the Offer). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the state of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Agreement.

(i) Other Remedies; Specific Performance.

(i) Other Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

(ii) Specific Performance. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

(j) Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

(k) Further Assurances. At the request of any party to another party or parties to this Agreement, such other party or parties shall execute and deliver such instruments or documents to evidence or further effectuate (but not to enlarge) the respective rights and obligations of the parties and to evidence and effectuate any termination of this Agreement.

(l) Public Disclosure. Shareholder shall not issue any statement or communication to any third party that would be constitute a breach of Section 13 of the Transaction Agreement if such statement or communication were made by Lawson.

IN WITNESS WHEREOF, the undersigned have executed, or caused this Stockholder Irrevocable Undertaking to be executed by a duly authorized officer, as of the date first written above.

	INTENTIA INTERNATIONAL AB


	By:
	Name:
	Title:


	STOCKHOLDER:


	Signature:
	Name:
	Address:
	Facsimile No.:

	Shares beneficially Owned:

									Lawson common shares

									Lawson common shares issuable upon exercise of outstanding options or warrants

EXHIBIT A

Irrevocable Proxy

The undersigned Stockholder (the “Stockholder”) of Lawson Software, Inc., a Delaware corporation (“Lawson”), hereby irrevocably (to the fullest extent permitted by law) appoints Romesh Wadhwani and Bertrand Sciard of Intentia International AB, a company organized under the laws of Sweden (“Intentia”), as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Lawson that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Lawson issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”), in accordance with the terms of this Proxy. The Shares beneficially owned by Stockholder as of the date of this Proxy are listed on the final page of this Proxy, along with the number(s) of the stock certificate(s) which represent such Shares. Upon Stockholder’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and Stockholder agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date (as defined below).

This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain Stockholder Undertaking of even date herewith (the “Stockholder Undertaking”) by and between Intentia and the undersigned Stockholder of Lawson, and is granted in consideration of Intentia, Lawson, Lion Holdings, Inc., a Delaware corporation (“Bidder”) and Lion Acquisition, Inc., a Delaware corporation (“Lion Acquisition”) entering into that certain Transaction Agreement of even date herewith (as it may hereafter be amended from time to time in accordance with the provisions thereof, the “Transaction Agreement”). The Transaction Agreement provides for the offer of Bidder Common Stock for all of the shares held by Intentia’s stockholders at fixed exchange ratios. As used in this Proxy, the term “Expiration Date” shall mean the earlier to occur of (i) six months after the earlier date of (A) the termination of the Offer by Lawson in accordance with the terms and conditions set forth in the Press Announcement, or (B) January 31, 2006 or (ii) such date and time as the Offer shall have consummated in accordance with the terms and conditions set forth in the Transaction Agreement and the Press Announcement.

The attorneys and proxies named above, and each of them, are hereby authorized and empowered by Stockholder, at any time prior to the Expiration Date, to act as Stockholder’s attorney and proxy to vote all of the Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to all of the Shares (including, without limitation, the power to execute and deliver written consents) at every annual or special meeting of stockholders of Lawson (and at every adjournment or postponement thereof), and in every written consent in lieu of such meeting:

(a) in favor of issuance of shares of Bidder Common Stock to be offered to Intentia shareholders and warrant holders in consideration for Intentia’s Series A and Series B Shares and Warrants in accordance with the Offer;

(b) in favor of adoption of the Merger Agreement and approval of the transactions contemplated thereby; and

(c) against any proposal made in opposition to, or in competition with, consummation of the Offer or the Merger, including any Acquisition Proposal.

The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided in clauses (a), (b) and (c) above. Stockholder may vote the Shares on all other matters. Notwithstanding anything in this Proxy to the contrary, if Stockholder is a director or officer of Lawson, nothing contained in this Proxy shall prohibit such director or officer from acting in his/her capacity as such or from taking such action as a director or officer of Lawson that may be required on the part of such person as a director or officer of Lawson, including acting in compliance with the Transaction Agreement.

Any obligation of Stockholder hereunder shall be binding upon the successors and assigns of Stockholder.

This Proxy shall terminate and be of no further force and effect, automatically upon the Expiration Date.

IN WITNESS WHEREOF, Stockholder has caused this Irrevocable Proxy to be duly executed as of the day and year first above written.

	STOCKHOLDER:


	Signature:
	Name:
	Address:
	Facsimile No.:

	Shares beneficially Owned:

						Lawson common shares

						Lawson common shares issuable upon exercise of outstanding options or warrants

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. )*

Signature

1. The Transaction

1.4 Compliance with the Takeover Rules. Each of Intentia and Lawson undertakes to comply with the Takeover Rules and the Securities Council’s rulings on interpretation and implementation thereof.

2. Board Recommendations

(the “Intentia Board Recommendation”); and the Intentia Board Recommendation shall not be withdrawn by the Intentia board of directors except as permitted by Paragraph 2.1(b) below.

3. Conditions to and Completion of the Offer

4. Termination

4.3 Termination Fees. (a) If (i) the public announcement of the satisfaction of all conditions to the Offer has not occurred by the Termination Date, (ii) after the date hereof an

5. Expenses

6. Regulatory Approvals

7. Composition of Board and Management Team of Combined Company

8. Access to Information

9. Additional Covenants

10. Material Changes

11. No Shop Undertaking

sentence by any of its respective representatives, whether or not such representative is purporting to act on behalf of the relevant party or its respective subsidiaries, shall be deemed to constitute a breach of Paragraph 11.1 by the relevant party.

11.4 Termination of Existing Discussions. The relevant Party shall immediately terminate any discussions ongoing as of the date of this Agreement with any person that relate to any Acquisition Proposal.

12. Governing Law

13. Public Announcements; Stockholm Listing; SDR Facility

Conference Call

(a) in favor of the issuance of shares of Bidder Common Stock in connection with the Offer;

(b) in favor of adoption of the Merger Agreement and approval of the transactions contemplated thereby; and

(c) against any proposal made in opposition to, or in competition with, consummation of the Offer, including any Acquisition Proposal.

(a) in favor of issuance of shares of Bidder Common Stock to be offered to Intentia shareholders and warrant holders in consideration for Intentia’s Series A and Series B Shares and Warrants in accordance with the Offer;

(b) in favor of adoption of the Merger Agreement and approval of the transactions contemplated thereby; and

(c) against any proposal made in opposition to, or in competition with, consummation of the Offer or the Merger, including any Acquisition Proposal.

Under the Securities Exchange Act of 1934
(Amendment No. )*