Exhibit 10.20
STOCKHOLDER IRREVOCABLE
UNDERTAKING
This STOCKHOLDER IRREVOCABLE
UNDERTAKING (this “Undertaking ”) is made
and entered into as of June 2, 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
o
