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Bulking Up in the Land of the Software Giants

By Michael Brush 
August 04, 2005

Normally when you combine a struggling company with a weak one, you just get a bigger struggling company.

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That’s what lots of investors concluded in early June when Lawson Software (LWSN) – which sells enterprise management software – announced it was merging with a Swedish software company called Intentia.

Intentia recently posted an operating loss. And while Lawson reported profits last quarter, it got there through cost cutting -- since licensing revenue growth has been weak.

“Ho hum,” concluded investors. Analysts downgraded Lawson because of the uncertainties. Speculators hoping Lawson itself was a target dumped shares. So the stock plummeted to $5 from $6 on news of the deal.

The insider buying

Since then, however, insiders stepped up and purchased $698,000 worth of stock in the first half of July at prices from $5.34 to $5.56. The future is no more certain now for the Lawson-Intentia merger. But in keeping with the spirit of this column, we’ll ignore the analysts and the market crowd and go with the insiders, placing a bet that this merger might pay off.

Besides, the logic of this merger makes sense – as hard as it may be to combine companies on two continents that work in different languages. Here’s why.

* There may be synergies. That’s a cliché managers trot out in any merger. But here there is some logic that holds up. Lawson sells management software that helps companies figure out their finances, run human resources, and deal with procurement. Intentia focuses more on manufacturing and distribution.

So in time, both sides can presumably sell their software to each other’s customer base. Besides, if things click, the merger will literally open up new worlds on two continents for both. Lawson estimates the potential market for the combined company nearly triples to $5.6 billion from $2 billion.

* Lawson offers a third way. With the purchase of PeopleSoft (which bought J.D. Edwards) by Oracle (ORCL), that leaves two main players specialized in enterprise resource software: Oracle and SAP (SAP). But post merger, Lawson will be big enough to offer an option to companies that want an alternative to the big two – potential clients that may have stayed away from Lawson before because of its size.

* Costs can come down more. There’s a lot more cost cutting ahead for Lawson as it moves more of its business to places in the world with cheaper labor. Cost cutting is not something that ever supports sustainable earnings growth. But if those hoped-for synergies come about, it will mean better profit growth since sales will be spread out over a lower cost base.

* The stock looks cheap. On its own, Lawson looks like it goes for 1.72 times sales – already a fairly decent valuation for a software company. But Lawson has around $230 million in cash, or $2.29 per share. This means you can cut that price to sales ratio in half – which makes Lawson downright cheap. We’ll get better detail on the financials of the combined company when Lawson files more documents with securities regulators in the U.S. this month. But Intentia reportedly brings more cash to this marriage than debt.

The bottom line: Corporate mergers fail more often than not. But this one’s backed by some significant insider buying and it has a logic that makes sense. We don’t know if it will ever work out – which is why you should take a reasonable position in Lawson in a diversified portfolio. On the other hand, the financials are strong – providing some downside protection – and the insider buying suggests this intercontinental marriage may just last. I’ll buy right here with at least a year’s time horizon.

Disclaimer

At the time of publication, Michael Brush did not own or control shares in any of the companies listed in this column. Mr. Brush is an independent columnist for this web site.

For more on Insiders Corner disclosure, see the disclosure section in About Insiders Corner: http://www.investorideas.com/insiderscorner/. InvestorIdeas.com Disclaimer: www.InvestorIdeas.com/About/Disclaimer.asp. InvestorIdeas is not affiliated or compensated by the companies mentioned in this article.


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