The proposed buyout was for $11.25 per share in cash from Golden Gate Capital and from Infor.  The deal was said to be a competitive bidding process and the stock had run up before a deal was announced as investors were looking for further consolidation in the sector.

What is so interesting about this is that Carl Icahn was “seeking the highest price” yet the shares were much higher.  Shares had reached as high as $12.50 after word was out that the company might fetch more in a rival bid.  Then shares were trading at $12.13 just at the close on Monday.  A filing from Icahn today showed that a conversation took place with Lawson’s CEO and that this was the highest price available. The results for Icahn are not all that bad considering he was either the largest or second largest shareholder and that he started acquiring shares at $6.63 a year ago.

When we did the valuation analysis over the speculation in March for possibly more, we were a bit concerned as the private equity group was already paying almost 2-times 2012 earnings expectations.

Lawson’s 52-week trading range is $6.93 to $13.06, and the $13.06 high came after the surfacing of the offer.  The fact that Lawson was briefly higher ten years ago won’t matter to many any longer.  This is close enough to a high that it will be hard to argue that any laws were broken.  So far we have seen at least three different law firms issue statements about “investigations” over breach of fiduciary duty.  These sometimes blossom into class actions, but they often do not.

Any investor who bought before March made money.  Anyone investing in or speculating in Lawson after early March just learned the lesson that one buyout offer does not always garner yet another buyout offer.  This looks like a low-premium merger, but a low-premium merger that can still get done.

JON C. OGG

Lawson Software, Inc. (NASDAQ: LWSN) is down 6.6% on heavy volume premarket to $11.33, relative to a 52-week range of $6.93-$13.06. The company announced it had agreed to an acquisition deal from GGC software holdings.

Netflix, Inc. (NASDAQ: NFLX) is down nearly 5% premarket to $239.79, within a 52-week range of $90.00-$254.98. The company reported increased revenue but weak profit guidance for this quarter.

USA Technologies, Inc. (NASDAQ: USAT) is up 28% before market open on moderate volume to $0.46-$3.04. The company entered into a technology deal with Verizon.

Websense is a phenomenal company.  Its web, data, and email filtering technology undoubtedly saves companies endless dollars and endless technology headaches and endless wasted hours from filtering out websites, content, and data that are deemed inappropriate or which are deemed to be infiltrating that could harm a user’s computer.

What is interesting is that both Novell Inc. (NASDAQ: NOVL) and Lawson Software, Inc. (NASDAQ: LWSN) are larger and both are involved in pending mergers.  Websense is arguably the most impressive of these three companies without considering its sub-$1 billion market cap today. Though Websense seems expensive, it may be very cheap to the right buyer .  Lawson is far from cheap and Novell went almost nowhere in more than a decade, and we admit that the conservative stance may not be reflected by a true technology buyer.

The sale was initially touted as a $1 billion possibility and we would note that Websense ended 2010 with some $77.6 million in cash and with $67 million in direct long-term debt. We also cannot help but notice more than 60% of the company’s assets are classified as “goodwill and intangible assets” and Yahoo! actually classifies the net tangible assets as being -$281.86 million even if its total equity is listed as $131.66 million.

The world of data security has consolidated and it is possibly the recent McAfee acquisition by Intel Corporation (NASDAQ: INTC) which has gotten data security companies back on the M&A radar.

Hewlett-Packard Co. (NYSE: HPQ), Oracle Corporation (NASDAQ: ORCL), SAP AG (NYSE: SAP) were all listed as possible rival bidders and a potential $13 to $15 value as being possible by Mergers & Acquisitions.  Premiums to premium-buyouts are not new and this will not be the last such premium you ever see in technology M&A.

Our concern over the “premium” here is that valuations are already getting stretched for the current model.  If the company can better transition to an SaaS model over a sale and install model easier as a private company without having to worry about shareholder values daily, then our concern over value is probably a bit too conservative.

We saw the same premium take place originally in Novell, Inc. (NASDAQ: NOVL), where a merger from Attachmate Corporation and Longview Software Acquisition Corp. at $6.10 per share has been approved by shareholders but is still pending its patent sale in the U.S. and Germany. This was higher than the prior Elliott Associates buyout offer.

In just the last two days we have witnessed Lawson shares pop from about $11.50 to above $12.50 before the market uneasiness took out some wind from the sails.  Shares closed at $12.00 on Tuesday, and shares were closer to $10.00 before word of a possible sale surfaced.

JON C. OGG

It was just last week that the company said it was exploring a sale.  A Carl Icahn 13D filing at the SEC today shows that Carl Icahn and affiliates have 10.91% of the outstanding shares with a position of 17,848,645 shares.

We took a look at the “Purpose of Transaction” and here is what Carl Icahn’s filing indicated:  Icahn and affiliates had a conversation with Lawson’s CEO Harry Debes “regarding the strategic process” and the Icahn affiliates are “supportive of this process and believe that the Issuer should be sold at the highest price obtained from this process.”

Another disclosure is that Icahn and friends may acquire additional stock and other instruments in Lawson (equity, debt, notes, instruments or other securities.  Icahn also reserves the right to dispose of any or all of the securities in the open market or via negotiated transactions at any time and they can hedge or take other actions regarding these securities.

Carl Icahn generally shows transactions at the end of each quarter but the new 13D shows that shares were bought back in January in four different entities with Lawson share prices ranging from $9.10 to $9.18.

Thomson Reuters has estimates (non-GAAP) of $0.50 EPS for 2011 and $0.60 EPS for 2012.  The buyout price is already 22-times this year’s non-GAAP earnings estimates and the stock’s premium today has the shares at more than 20-times next year’s estimates.

Shares are up today by almost 6% at $12.24, almost $1.00 above the current interest on the table.  Icahn wants more but how much more (if any) will be offered remains a mystery.

JON C. OGG

On each we have summarized what you will want to watch for, what move came into the event or what move is expected if applicable.  None of these key events are earnings based, but we did prepare a separate earnings calendar with the few top earnings we are monitoring for this week ahead.

Bank of America Corporation (NYSE: BAC) was given a boost this weekend by Barron’s after the financial publication said that shares could rise 40% from a $14.38 close on Friday.  That would take shares to roughly $20.13.  For whatever it is worth, its 52-week range is $10.91 to $19.86 and the consensus one-year price target from Thomson Reuters is $18.39.

Big Lots Inc. (NYSE: BIG) is one of the discount retailers in the trade-down economy retailers and the company is up for sale.  While volume was not astronomical, there was elevated trading in the April11 $45 CALLS on Friday and shares were up 2.6% at $43.05 on Friday.  Another issue worth noting was over 2,800 of the July11 $50 CALLS with an open interest of only 237 contracts before.  “Unusual options trading on Fridays” leads to the rumor mill picking back up.

Chevron Corporation (NASDAQ: CVX) hosts an analyst call on Monday.  At $99.93, its 52-week trading range is $66.83 to $104.99.

Cleveland BioLabs, Inc. (NASDAQ: CBLI) is another Japan-related play to watch as the nuclear reactor continues to be under watch for fallout in Japan.  Its shares rose 3.6% Friday on triple-volume as the company makes anti-radiation pills and its CLBL502 is under an FDA Fast-Track designation.

Fushi Copperweld, Inc. (NASDAQ: FSIN) won the Mr. Dumas Accounting Award as the company delayed its 10-K filing to review non-cash accounting issues.  Shares fell 10% to $8.435 in the after-hours on Friday and its 52-week range is $6.70 to $12.94. Keep in mind that the company’s co-CEO made an offer to take it private at $11.50 per share before this move.

Hewlett-Packard Co. (NYSE: HPQ) is set to hold its first investor meeting on Monday with new CEO Leo Apotheker.

ACE Limited (NYSE: ACE) will replace Millipore in the S&P 500 Index.  With a $17.7 billion market cap, this one will be a decent ‘must buy’ stock for index funds that now have to buy the stock whether they wanted to or not.  Shares were up almost 5% last night and the move this morning is 5.3% at $54.99 on well over 100,000 shares.

Baidu, Inc. (NASDAQ: BIDU) is getting shelled after Google Inc. (NASDAQ: GOOG) announced that China renewed its license despite the fights between the two. -5.2% at $68.61 on over 700,000 shares; Google shares are up 3.8% just under $474.00 on over 100,000 shares in the pre-market.

BP plc (NYSE: BP) is down 2.2% at $33.00 this morning on reports that Gulf of Mexico forecast conditions may hamper the cleanup efforts and on word that it has denied claims that it will be able to stop the leak faster than planned.

Conceptus, Inc. (NASDAQ: CPTS) was down as much as 30% last night on a bad earnings warning before getting down about 25% before the night hours went out.  This morning shares are down ‘only’ 22% now at $12.30 on about 400,000 shares.

Lawson Software, Inc. (NASDAQ: LWSN) was down about 3.5% last night after guidance was under expectations. Shares are down 6.4% at $7.13, but there has only been a small handful of trades.

Madison Square Garden, Inc. (NASDAQ: MSG) is down over 4% at $19.51 as LeBron James went to the Miami Heat.  The silly thing about this drop is that the stock is now lower than it was even before LeBron was rumored as considering the Knicks under MSG.  Almost a silly drop considering that shares were at $20.10 to $20.25 before the real hype or hope got started and considering the market has headed up 3 straight days.

Nanometrics Incorporated (NASDAQ: NANO) reaffirmed its 2010 and 2011 goals last night after the Oppenheimer downgrade took out 20% for a $8.69 close.  Shares are up 7% at $9.30 on almost 50,000 shares in the pre-market.

ScanSource, Inc. (NASDAQ: SCSC) raised sales guidance last night and shares were up over 6% last night. Shares are up over 6% at $26.61 on thin volume.

JON C. OGG

ACE Limited (NYSE: ACE) is up big after the reinsurer was announced as the replacement for Millipore in the S&P 500 Index.  Shares are up what appears to be almost 5% at $54.79.  With a $17.7 billion market cap, this one will be a decent ‘must buy’ stock for index funds that now have to buy the stock whether they wanted to or not.

Conceptus, Inc. (NASDAQ: CPTS) shares were down over 30% initially after the reproductive medical device company lowered guidance.  On last look shares have come off lows after the 4PM close, but the stock is still down right at 25% at $11.85 on post-4PM volume of 354,000 shares.

Coldwater Creek Inc. (NASDAQ: CWTR) is showing up as a hard one to call on the surface but it may have just been a pick-off trade in the after-hours.  The after-hours drop was down to $3.40 for a 5.5% drop from the $4.60 close.  The after-hours trading volume was enough on the surface at 21,000 shares, but the issue is that this was only 150 shares for the last print and the last bid-ask spread is wide in after-hours.

The Gap, Inc. (NYSE: GPS) looks like one of the best winners in after-hours after a bad day, but it is an off trade above market for 16,000 shares at $19.77 when the bid/ask is now back to $18.20/$18.34 after a $18.22 close.  Same store sales were flat and gave investors pause today, but this print is above the intra-day high of $19.26.  This is either an error trade or a delayed report trade not even from today.

Lawson Software, Inc. (NASDAQ: LWSN) looks and feels like a name change to “Lost One.”  It met earnings expectations, but guidance is soft.  Shares are down 3.5% at $7.35 on about 70,000 shares since the closing bell.

Nanometrics Incorporated (NASDAQ: NANO) did not at all like the price drop today after Oppenheimer cut the shares to Perform with a $10 price target.  Shares fell a sharp 20% to $8.69 today on the news.  After the close, the company issued a statement that it was reaffirming “its positive business outlook for 2010 and 2011″ and the shares have recovered some.  Shares are up over 4% but still only at $9.06 in the after-hours after closing at $10.86 on Wednesday.  There have been over 100,000 shares traded since after the close.

Nu Horizons Electronics Corp. (NASDAQ: NUHC) announced record first quarter net revenues after the close of $211 million, up 42.6% from a year ago and up 12.8% sequentially; excluding Xilinx products, quarterly revenues grew 52.7% from a year ago and 14.1% sequentially.  Shares have thin after-hours trading but the stock is up 9.6% at $3.65 and that is after a gain of 8.8% during normal hours today.

ScanSource, Inc. (NASDAQ: SCSC) guided sales in the range of $573 million to $583 million, compared to $441 million for the same period one year ago and compared to $540.34 million from Thomson Reuters estimates.  Shares closed at $25.10, and shares are up 6.2% at $26.66 on 31,472 shares since the 4 PM close.

JON C. OGG

Total stakes in Petroleo Brasileo Brasileiro (NYSE: PBR) represent 9.23% of the value of the positions reported in the filing, with just over 13 million shares held.  This is down from by 2.3 million from the fund’s last filing.

A stake in Hess Corp (NYSE: HES) represents 4.47% of the value of the protfolio reported in the filing.  Soros Fund managament held 5,886,40 shares, up by 1700 from the fund’s last filing.

Potash Corp (NYSE: POT) represents 4.3% of the fund’s reported portfolio.  The fund held 2,948,421 shares as of September 30th, up 971,386 since the fund’s last filing.

LSI Corporation (NYSE: LSI) represents 4.05% of the fund’s reported portfolio.  The fund held 249,687,000 shares as of September 30th, up 600,000 since the fund’s last filing.

SPDR Gold Trust (NYSE: GLD) represents 3.91% of the fund’s reported portfolio.  The fund held 2,450,320 shares as of September 30th, up 2,445,420 since the fund’s last filing.

Linear Technology Corp (NASDAQ: LLTC) represents 3.68% of the fund’s reported portfolio.  The fund held 277,978,000 shares as of September 30th, up 4,500,000 since the fund’s last filing.

Plains Exploration & Production Company (NYSE: PXP) represents 2.73% of the fund’s reported portfolio.  The fund held 6,113,815 shares as of September 30th, down 412,585 since the fund’s last filing.

Flextronics International (NASDAQ: FLEX)) represents 2.47% of the fund’s reported portfolio.  The fund held 157,805,000 shares as of September 30th, up 14,166,000 since the fund’s last filing.

Verizon Communications Inc (NYSE: VZ) represents 2.24% of the fund’s reported portfolio.  The fund held 4,578,953 shares as of September 30th, up 3,984,100 since the fund’s last filing.

Lawson Software Inc (NASDAQ: LWSN) represents 2.2% of the fund’s reported portfolio.  The fund held 143,028,000 shares as of September 30th, up 128,948,000 since the fund’s last filing.

AT&T Inc (NYSE: T) represents 1.83% of the fund’s reported portfolio.  The fund held 4,209,497 shares as of September 30th, up 3,418,497 since the fund’s last filing.

InterOil Corp (NYSE: IOC) represents 1.79% of the fund’s reported portfolio.  The fund held 2,817,650 shares as of September 30th, up 957,650 since the fund’s last filing.

DirectTV Group Inc (NASDAQ: DTV) represents 1.77% of the fund’s reported portfolio.  The fund held 3,984,666 shares as of September 30th, up 3,797,66 since the fund’s last filing.

Best Buy Inc (NYSE: BBY) represents 1.75% of the fund’s reported portfolio.  The fund held 2,892,800 shares as of September 30th, up 1,103,300 since the fund’s last filing.

Weatherford International Ltd (NYSE: WFT) represents 1.65% of the fund’s reported portfolio.  The fund held 4,922,313 shares as of September 30th, up 3,180,970 since the fund’s last filing.

Suncor Energy Inc (NYSE: SU) represents 1.47% of the fund’s reported portfolio.  The fund held 2,643,100 shares as of September 30th, up 1,958,700 since the fund’s last filing.

Goldman Sachs Group Inc (NYSE: GS) represents 1.23% of the fund’s reported portfolio.  The fund held 415,100 shares as of September 30th, unchanged since the fund’s last filing.

Walgreen Co (NYSE: WAG) represents 1.03% of the fund’s reported portfolio.  The fund held 1,699,600 shares as of September 30th, up 242,700 since the fund’s last filing.

Wal-Mart Store Inc (NYSE: WMT) represents 0.88% of the fund’s reported portfolio.  The fund held 1,116,040 shares as of September 30th, up 1,026,330 since the fund’s last filing.

Yahoo! Inc (NASDAQ: YHOO) represents 0.21% of the fund’s reported portfolio.  The fund held 25,000 shares as of September 30th, down 105,800 since the fund’s last filing.

Garrett W. McIntyre

UAL (UAUA) is tanking (details) Ascent Solar (ASTI) is off sharply on a new stock offering (details)

RADVision (RVSN) is down as customer Cisco (CSCO) buys Tandberg. (detail)  Lawson (LWSN) is up on earnings. (details).  And, Catalyst Pharm (CPRX) is higher on drug trial news  (details).

Douglas A. McIntyre