Icahn's Lawson stake ended with Infor taking it private for $2B

In May 2010 Carl Icahn disclosed an 8.5% stake in Lawson Software, an ERP vendor, saying the shares were undervalued and seeking talks on maximizing shareholder value; analysts immediately read the filing as a push for a sale to Oracle, IBM or another consolidator.

A year later, in March 2011, Infor and its backer Golden Gate Capital launched an unsolicited bid. Lawson's board unanimously recommended the $11.25-per-share offer, about $2 above the pre-announcement price, and Icahn's funds — by then holding roughly 10.8% — backed the deal.

In July 2011 Lawson stockholders approved the merger: about 69% of all outstanding shares and more than 98% of shares voted. Lawson was delisted and folded into Infor, which climbed to third place in business application software behind SAP and Oracle.

Lawson sold for $11.25 per share, about $1.83B net of cash and debt, with Icahn's ~10.8% supporting the deal and 69% of shares approving.

Icahn's 13D publicly framed Lawson as undervalued and sale-ready.

Infor needed scale in ERP and had the financing to bid.

A $2-a-share premium over the market made the offer hard to refuse.

Icahn's support delivered the votes the deal needed.

When an activist calls a stock undervalued, a board's best move can be a real sale process: the premium a buyer pays rewards shareholders and ends the campaign.

Infor integrated Lawson's 4,500 customers and its healthcare and public-sector verticals; Lawson ceased to exist as a listed company. Icahn's campaign showed how a modest activist stake can catalyze a take-private at a premium without a proxy fight.