UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant   ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Lawson Products, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED JANUARY 14, 2022

Lawson Products, Inc.

8770 W. Bryn Mawr Avenue, Suite 900

Chicago, Illinois 60631

Dear Lawson Stockholders:

Lawson is holding a special meeting of the stockholders of Lawson Products, Inc. (“Lawson”) to be held virtually via live webcast on                , 2022 at                a.m., Central time for Lawson stockholders to vote on actions associated with the pending strategic combination of two companies with Lawson. A notice of the Lawson special meeting and the proxy statement follow.

As previously announced, on December 29, 2021 Lawson entered into:

TestEquity is a distributor of parts and services to the industrial, commercial, institutional and governmental electronics manufacturing and test and measurement market. TestEquity operates through three brands, TestEquity, Jensen Tools and Techni-Tool, focusing primarily in North America with a network of sales representatives throughout the United States, Canada, Mexico and the United Kingdom.

Gexpro Services is a provider of supply chain solutions, specializing in developing and implementing Vendor Managed Inventory (VMI) and kitting programs to high-specification manufacturing customers. Gexpro Services provides critical products and services to customers throughout the lifecycle of highly technical Original Equipment Manufacturer (OEM) products. Gexpro Services is headquartered in Irving, Texas with 22 facilities across the United States, Hungary and China.

In consideration for the Mergers, Lawson has agreed to issue up to an aggregate of 12,000,000 shares of Lawson common stock as follows:

As of December 28, 2021, the last business day prior to the public announcement of the execution of the Merger Agreements, the closing price of Lawson common stock on The NASDAQ Global Select Market (“NASDAQ”) was $48.39 per share. On                , 2022, the latest practicable date before the date of this proxy statement, the closing price of Lawson common stock on NASDAQ was $                per share.

Entities affiliated with Luther King Capital Management Corporation (“LKCM”) and J. Bryan King (the Chairman of the Lawson board of directors), including private investment partnerships for which LKCM serves as investment manager, beneficially own approximately 82% of the ownership interests in the TestEquity Equityholder (which in turn will own all of the outstanding equity interests of TestEquity upon completion of a pre-closing entity reorganization involving TestEquity and will be entitled to receive all of the shares of Lawson common stock issued by Lawson as consideration in the TestEquity Merger). Entities affiliated with LKCM and Mr. King, including private investment partnerships for which LKCM serves as investment manager, beneficially own approximately 79% of the ownership interests in the Gexpro Services Stockholder (which in turn owns all of the outstanding stock of Gexpro Services and will be entitled to receive all of the shares of Lawson common stock issued by Lawson as consideration in the Gexpro Services Merger). As of                , 2022, entities affiliated with LKCM and Mr. King beneficially owned in the aggregate approximately     % of the outstanding shares of Lawson common stock.

In light of, among other things, such ownership interests of entities affiliated with LKCM and Mr. King, the Lawson board of directors formed a special committee (the “Special Committee”) of independent and disinterested Lawson directors to evaluate and negotiate the Merger Agreements and the transactions on behalf of Lawson. The Special Committee was comprised of the following Lawson directors: Andrew B. Albert, I. Steven Edelson and Lee S. Hillman.

On December 28, 2021, the Special Committee unanimously (1) determined that the terms of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby are fair to and in the best interests of Lawson and its stockholders (other than LKCM, Mr. King and certain entities and persons affiliated with LKCM and Mr. King and the entities or persons in which any of the foregoing have a pecuniary interest or in the name of which the shares of Lawson common stock of any of the foregoing are registered or beneficially held), (2) approved the execution, delivery and performance of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby and (3) recommended that the Lawson board of directors approve, and recommend that Lawson’s stockholders approve, the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, including the Mergers and the issuance of shares of Lawson common stock in connection with the Mergers.

Thereafter, on December 28, 2021, the Lawson board of directors (acting on the recommendation of the Special Committee) by unanimous vote of the Lawson directors (except for Mr. King and Mark F. Moon, who recused themselves from the vote) (1) determined that the terms of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby are fair to and in the best interests of Lawson and its stockholders (other than the Excluded Company Parties (as defined in the accompanying proxy statement)), (2) approved the execution, delivery and performance of the Merger

Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, (3) directed that the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, including the Mergers and the issuance of shares of Lawson common stock in connection with the Mergers, be submitted to Lawson’s stockholders for approval at a stockholders meeting and (4) resolved to recommend that Lawson’s stockholders approve those matters at such stockholders meeting.

At the special meeting, Lawson stockholders will be asked to approve:

The Lawson board of directors recommends that you vote “FOR” each of the foregoing proposals.

We urge all Lawson stockholders to read the accompanying proxy statement carefully and in its entirety. In particular, we urge you to read carefully the matters discussed in the section entitled “Risk Factors” beginning on page 38.

Your vote is very important, regardless of the number of shares you own. Lawson stockholder approval of the TestEquity Transactions Proposal and the Gexpro Services Transactions Proposal is a condition to the closing of the Mergers under the terms of the Merger Agreements. Neither the TestEquity Merger nor the Gexpro Services Merger will be completed if either the TestEquity Transactions Proposal or the Gexpro Services Transactions Proposal is not approved by Lawson stockholders. However, the closing of the Mergers is not contingent on Lawson stockholder approval of the Transaction-Related Compensation Proposal or the Adjournment Proposal. Regardless of your plans to virtually attend the Lawson special meeting, please vote by proxy on the Internet, over the telephone or by mail as described in the enclosed proxy materials.

On behalf of the Lawson board of directors, I thank you for your support and appreciate your consideration of these matters.

Very truly yours,

Michael G. DeCata

President and Chief Executive Officer

The accompanying proxy statement is dated                , 2022, and the accompanying proxy statement and form of proxy are first being sent to Lawson’s stockholders on or about                , 2022.

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED JANUARY 14, 2022

Lawson Products, Inc.

8770 W. Bryn Mawr Avenue, Suite 900

Chicago, Illinois 60631

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held virtually via live webcast on                , 2022

at                a.m. Central time

Virtual meeting website: https://meetnow.global/[                ]

To the Stockholders of Lawson Products, Inc.:

Notice is hereby given that a special meeting of stockholders of Lawson Products, Inc. (“Lawson”) will be held on                , 2022 at                a.m. Central time via a live webcast (the “Lawson special meeting”). The Lawson special meeting will be held solely via live webcast and there will not be a physical meeting location. Lawson stockholders will be able to attend the Lawson special meeting online and vote their shares electronically during the Lawson special meeting by visiting the Lawson special meeting website at https://meetnow.global/[                    ].

We are holding the Lawson special meeting for the following purposes:

The accompanying proxy statement contains information about these proposals. Copies of the TestEquity Merger Agreement and the related agreements contemplated thereby are attached as Annex A to the accompanying proxy statement. Copies of the Gexpro Services Merger Agreement and the related agreements contemplated thereby are attached as Annex B to the accompanying proxy statement.

Lawson will transact no other business at the Lawson special meeting except such business as may properly be brought before the Lawson special meeting or any adjournment or postponement thereof.

Only Lawson stockholders of record at the close of business on                , 2022, the record date for the Lawson special meeting, are entitled to notice of, and to vote at, the Lawson special meeting and any adjournment or postponement of the Lawson special meeting.

The TestEquity Transactions Proposal is conditioned on the approval of the Gexpro Services Transactions Proposal, and the Gexpro Services Transactions Proposal is conditioned on the approval of the TestEquity Transactions Proposal. Neither the Transaction-Related Compensation Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in the accompanying proxy statement, and no proposal set forth in the accompanying proxy statement is conditioned on the approval of the Transaction-Related Compensation Proposal or the Adjournment Proposal. If either the TestEquity Transactions Proposal or the Gexpro Services Transactions Proposal is not approved by Lawson’s stockholders, then the Mergers will not be completed.

Whether or not you plan to attend the Lawson special meeting, Lawson urges you to vote in advance by proxy over the Internet, by telephone or by mail as described in the enclosed proxy materials.

By Order of the Board of Directors,

Richard D. Pufpaf

Senior Vice President, Secretary, General

Counsel and Chief Compliance Officer

Chicago, Illinois

                 , 2022

LAWSON PRODUCTS, INC.

TABLE OF CONTENTS

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CERTAIN FREQUENTLY USED TERMS

In addition to other terms defined herein, certain abbreviations and terms used in this proxy statement are defined below:

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ABOUT THIS PROXY STATEMENT

This proxy statement constitutes a proxy statement of Lawson under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the Lawson special meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement, including the annexes to this proxy statement and the documents that we incorporate by reference in this proxy statement. Lawson has not authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement.

This proxy statement is dated                , 2022. You should not assume that the information contained in, or incorporated by reference into, this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement or in the information incorporated by reference into this proxy statement). The mailing of this proxy statement to Lawson stockholders does not and shall not create any implication to the contrary.

Lawson has supplied all information relating to Lawson, Merger Sub 1 and Merger Sub 2 contained in this proxy statement. TestEquity has supplied, and Lawson has not independently verified, all of the information relating to TestEquity, the TestEquity Equityholder, TestEquity Investors, TestEquity Holdings, the company TestEquity acquired and the Potential TestEquity Acquiree (as defined in the section entitled “Certain Lawson, TestEquity and Gexpro Services Unaudited Prospective Financial Information—Certain Unaudited Prospective Financial Information of TestEquity”) contained in this proxy statement. Gexpro Services has supplied, and Lawson has not independently verified, all of the information relating to Gexpro Services, the Gexpro Services Stockholder, the various companies Gexpro Services acquired and the Potential Gexpro Services Acquirees (as defined in the section entitled “Certain Lawson, TestEquity and Gexpro Services Unaudited Prospective Financial Information—Certain Unaudited Prospective Financial Information of Gexpro Services”) contained in this proxy statement.

Lawson stockholders should not construe the contents of this proxy statement as legal, tax or financial advice. Lawson stockholders should consult with their own legal, tax, financial or other professional advisors. All summaries of, and references to, the Merger Agreements and the related agreements contemplated thereby contained in this proxy statement are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes (or included as an exhibit to an annex attached hereto).

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QUESTIONS AND ANSWERS

The following are some of the questions that Lawson stockholders may have and answers to those questions. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this proxy statement, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement.

This proxy statement includes important information about the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby (including the Mergers and the Share Issuances), the Lawson special meeting and the proposals being proposed for a vote at the Lawson special meeting. Lawson stockholders should read this proxy statement and its annexes, along with all of the other documents incorporated by reference into this proxy statement, carefully and in their entirety. A copy of the TestEquity Merger Agreement (and its exhibits) is attached as Annex A to this proxy statement, and a copy of the Gexpro Services Merger Agreement (and its exhibits) is attached as Annex B to this proxy statement. The enclosed proxy materials allow Lawson stockholders to vote their shares without attending the Lawson special meeting. The vote of Lawson stockholders is very important and Lawson encourages its stockholders to vote their proxy as soon as possible. Please follow the instructions set forth on the enclosed proxy card (or on the voting instruction form provided by the record holder if you hold your shares of Lawson common stock in “street name” through a bank, broker or other nominee).

If you are a Lawson stockholder of record and choose to attend the Lawson special meeting and vote your shares at the Lawson special meeting, you will need the control number included on your proxy card in order to access the Lawson special meeting website and to vote at the Lawson special meeting.

If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a stockholder of record) and want to attend the Lawson special meeting and vote your shares during the Lawson special meeting via the Lawson special meeting website, you will need to register in advance and provide a “legal proxy” as described more fully in the section entitled “The Lawson Special Meeting—Methods of Voting—Street Name Stockholders” beginning on page 58 of this proxy statement.

However, even if you plan to virtually attend the Lawson special meeting, Lawson encourages you to vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Lawson special meeting.

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We refer to the TestEquity Transactions Proposal, the Gexpro Services Transactions Proposal, the Transaction-Related Compensation Proposal and the Adjournment Proposal collectively as the “Lawson Proposals”).

Lawson stockholder approval of the TestEquity Transactions Proposal and the Gexpro Services Transactions Proposal is a condition to the closing of the Mergers under the terms of the Merger Agreements. The closing of the Mergers is not contingent on Lawson stockholder approval of the Transaction-Related Compensation Proposal or the Adjournment Proposal.

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In consideration for the Mergers, Lawson has agreed to issue up to an aggregate of 12,000,000 shares of Lawson common stock as follows:

Entities affiliated with LKCM and J. Bryan King (the Chairman of the Lawson board of directors), including private investment partnerships for which LKCM serves as investment manager, beneficially own approximately 82% of the ownership interests in the TestEquity Equityholder (which in turn will own all of the outstanding equity interests of TestEquity upon completion of the Pre-Closing TestEquity Reorganization (as defined in the section entitled “Summary—Pre-Closing TestEquity Reorganization) and will be entitled to receive all of the shares of Lawson common stock issued by Lawson as consideration in the TestEquity Merger). Entities affiliated with LKCM and Mr. King, including private investment partnerships for which LKCM serves as investment manager, beneficially own approximately 79% of the ownership interests in the Gexpro Services Stockholder (which in turn owns all of the outstanding stock of Gexpro Services and will be entitled to receive all of the shares of Lawson common stock issued by Lawson as consideration in the Gexpro Services Merger).

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If Lawson waives the satisfaction of a material condition to the consummation of the Mergers, Lawson will evaluate the appropriate facts and circumstances at that time and resolicit stockholder approval of the TestEquity Transactions Proposal and/or the Gexpro Services Transactions Proposal if required to do so by law.

This proxy statement describes these conditions in more detail under the sections entitled “The TestEquity Merger Agreement—Conditions to the Closing of the TestEquity Merger” beginning on page 136 of this proxy statement and “The Gexpro Services Merger Agreement—Conditions to the Closing of the Gexpro Services Merger” beginning on page 163 of this proxy statement.

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For additional information regarding the recommendation of the Lawson board of directors, see the section entitled “The Transactions—Lawson’s Reasons for the Transactions; Recommendation of the Special Committee and the Lawson Board of Directors” beginning on page 80 of this proxy statement.

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If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a stockholder of record) and want to attend the Lawson special meeting and vote your shares at the Lawson special meeting via the Lawson special meeting website, you will need to register in advance and provide a “legal proxy” as described more fully in the section entitled “The Lawson Special Meeting—Methods of Voting—Street Name Stockholders” beginning on page 58 of this proxy statement.

Even if you plan to virtually attend the Lawson special meeting, Lawson encourages you to vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Lawson special meeting.

Additional information on attending the Lawson special meeting can be found under the section entitled “The Lawson Special Meeting” beginning on page 55 of this proxy statement.

Additional information on voting procedures can be found under the section entitled “The Lawson Special Meeting” beginning on page 55 of this proxy statement.

Street Name Stockholders. If, as of the close of business on the record date, shares of Lawson common stock were held on your behalf in a brokerage account or by a bank, broker or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the notice was forwarded to you by your bank, broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you may direct your bank, broker or other nominee as to how to vote your shares if you follow the voting instructions on the voting instruction form provided by your bank, broker or nominee for how to vote your shares.

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Please follow the voting instructions provided by your bank, broker or other nominee as to how to vote your shares. Please also note that you may not vote shares held on your behalf in street name by returning a proxy card directly to Lawson.

Stockholders of record. For shares of Lawson common stock held directly, complete, sign, date and return each proxy card (or cast your vote by phone or the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement in order to ensure that all of your shares of Lawson common stock are voted.

Street Name Stockholders. For shares of Lawson common stock held in “street name” through one or more brokers, banks or other nominees, follow the voting instructions provided by each broker, bank or other nominee as to how to vote your shares.

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If your shares are held in “street name” and you previously provided voting instructions to your bank, broker or other nominee, you may revoke or change any prior voting instructions by following the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. If your shares are held in “street name,” you may also change your vote by attending the Lawson special meeting and voting your shares at the Lawson special meeting via the Lawson special meeting website. However, if your share are held in “street name” and you want to attend and vote at the Lawson special meeting via the Lawson special meeting website, you will need to register in advance and provide a “legal proxy” from your broker, bank or other nominee as described in the section entitled “The Lawson Special Meeting—Methods of Voting—Street Name Stockholders” beginning on page 58 of this proxy statement.

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Morrow Sodali LLC

Collect: (203) 658-9400

Toll-Free: (800) 662-5200

Email: LAWS@investor.morrowsodali.com

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RISK FACTORS

You should carefully consider the following risks, together with the other information contained or incorporated by reference in this proxy statement, including without limitation the risk factors and other information on risks that appear in Lawson’s Annual Report on Form 10-K for the year ended December 31, 2020 and Lawson’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, before determining whether or not to vote for the proposals presented in this proxy statement. Additional risks and uncertainties not presently known to Lawson or that Lawson currently deems immaterial may also materially and adversely affect the Combined Company’s businesses, financial condition, results of operations and cash flows or the price of Lawson common stock.

Risk Factors Relating to the Transactions

Except as contemplated by the earnout provisions in the Merger Agreement, the number of shares of Lawson common stock to be issued in the Transactions will not be adjusted if there is a change in the value of the businesses or assets of Lawson, TestEquity and/or Gexpro Services before the Transactions are completed.

Except as contemplated by the earnout provisions in the Merger Agreements, the number of shares of Lawson common stock to be issued in the Transactions will not be adjusted if there is a change in the value of the businesses or assets of Lawson, TestEquity and/or Gexpro Services prior to the consummation of the Transactions. Lawson will not be required to consummate the TestEquity Merger if there has been any “TestEquity Material Adverse Effect” (as this term is defined in the section entitled “The TestEquity Merger Agreement—Conditions to the Closing of the TestEquity Merger—Conditions to Obligations of Lawson and Merger Sub 1”) with respect to TestEquity, and Lawson will not be required to consummate the Gexpro Services Merger if there has been any “Gexpro Services Material Adverse Effect” (as this term is defined in the section entitled “The Gexpro Services Merger Agreement—Conditions to the Closing of the Gexpro Services Merger—Conditions to Obligations of Lawson and Merger Sub 2”) with respect to Gexpro Services. However, Lawson will not be permitted to terminate either of the Merger Agreements or re-solicit the vote of Lawson’s stockholders because of any changes in the market price of Lawson common stock, any changes in the value of TestEquity that do not constitute a TestEquity Material Adverse Effect with respect to TestEquity or any changes in the value of Gexpro Services that do not constitute a Gexpro Services Material Adverse Effect with respect to Gexpro Services.

Completion of the Transactions will result in the issuance of a significant number of additional shares of Lawson common stock, which could have a negative effect on the price of Lawson common stock.

The Transactions will result in the issuance of an aggregate of up to 12,000,000 shares of Lawson common stock in connection with the Transactions. The shares of Lawson common stock to be issued in the Transactions will represent (1) an approximately    % increase from the                shares of Lawson common stock outstanding as of the record date for the Lawson special meeting (assuming the issuance of only the minimum aggregate number of shares of Lawson common stock issuable in the Mergers) and (2) an approximately    % increase from the                shares of Lawson common stock outstanding as of the record date for the Lawson special meeting (assuming the issuance of the maximum aggregate number of shares of Lawson common stock issuable in the Mergers, including the full issuance of the maximum earnout shares potentially issuable). The issuance of such a significant number of shares of Lawson common stock could have a negative effect on the market price of Lawson common stock. Such downward pressure could also encourage short sales by certain investors, which could place further downward pressure on the market price of Lawson common stock.

In addition, Lawson has agreed to grant the TestEquity Equityholder and the Gexpro Services Stockholder with certain registration rights with respect to the shares of Lawson common stock that Lawson would issue in the Transactions, as further described in the section entitled “Additional Related Agreements—Registration Rights Agreement” below. Any sales of those shares, or the anticipation of the possibility of such sales, could create downward pressure on the market price of Lawson common stock.

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As a result of the issuance of Lawson common stock in the Transactions, entities affiliated with LKCM and J. Bryan King (the Chairman of the Lawson board of directors) (including the TestEquity Equityholder and the Gexpro Services Stockholder) will beneficially own a significant majority of the outstanding shares of Lawson common stock.

After giving pro forma effect to the issuance of shares of Lawson common stock in connection with the Transactions, entities affiliated with LKCM and Mr. King (including the TestEquity Equityholder and the Gexpro Services Stockholder) are expected to beneficially own in the aggregate (1) approximately 75% of the outstanding shares of Lawson common stock (assuming the issuance of only the minimum aggregate number of shares of Lawson common stock issuable in connection with the Mergers) and (2) approximately 77% of the outstanding shares of Lawson common stock (assuming the issuance of the maximum aggregate number of shares of Lawson common stock issuable in connection with the Mergers, including the full issuance of the maximum earnout shares potentially issuable). This is up from the approximately    % of the outstanding shares of Lawson common stock that entities affiliated entities with LKCM and Mr. King beneficially owned as of                , 2022. Thus, entities affiliated with LKCM and Mr. King, as a group, would be able to exercise an even more significant influence over matters requiring a stockholder vote, including the election of directors and the approval of other significant matters, than they are currently able to exercise. The interests of LKCM and such other affiliated entities and persons may not align with the interests of other stockholders. This concentration of ownership could also have the effect of delaying or preventing a change of control or other business combination that might be beneficial to Lawson’s stockholders.

In addition, as a result of this issuance, Lawson expects that it will qualify as a “controlled company,” as that term is defined by Rule 5615(c) of the NASDAQ Listing Rules and, accordingly, Lawson believes that it will be generally exempt from the requirements of Rule 5615(c) of the NASDAQ Listing Rules that would otherwise require Lawson to have:

As a result of the issuance of Lawson common stock in the Transactions, existing stockholders will experience substantial dilution of their ownership percentage and voting power (except that entities affiliated with LKCM and Mr. King will, on a collective basis, significantly increase their beneficial ownership and voting percentage of outstanding Lawson common stock).

If the Transactions are completed and Lawson issues shares of Lawson common stock in the Transactions, existing stockholders will experience substantial dilution of their ownership percentage and voting power (except that entities affiliated with LKCM and Mr. King will, on a collective basis, significantly increase their beneficial ownership and voting percentage of outstanding Lawson common stock). As of                , 2022, the record date for the Lawson special meeting, there were                 shares of Lawson common stock outstanding. After giving pro forma effect to the issuance of shares of Lawson common stock in connection with the Transactions, and assuming that no other shares are issued, the shares of Lawson common stock outstanding as of the record date will constitute (1) approximately    % of the outstanding shares of Lawson common stock immediately after the closing of the Transactions (assuming the issuance of only the minimum aggregate number of shares of Lawson common stock issuable in connection with the Mergers) and (2) approximately    % of the outstanding shares of Lawson common stock immediately after the closing of the Transactions (assuming the issuance of the maximum aggregate number of shares of Lawson common stock issuable in connection with the Mergers, including the full issuance of the maximum earnout shares potentially issuable).

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There may be difficulties in combining certain operations of TestEquity’s and Gexpro Services’ respective businesses into Lawson’s operations, and the failure to successfully combine those operations within Lawson’s expected timetable could adversely affect the Combined Company’s future results and the market price of Lawson’s common stock.

Both the TestEquity Merger and the Gexpro Services Merger involve the combination of businesses that currently operate as independent businesses. Lawson will be required to devote significant management attention and resources to combining certain business operations of these companies with Lawson’s business operations. In addition, the pursuit of the Transactions and the preparation for the completion of the Transactions have placed, and will continue to place, a significant burden on the management and internal resources of Lawson, TestEquity and Gexpro Services. There is a significant degree of difficulty and management distraction inherent in the process of closing the Transactions, which could cause an interruption of, or loss of momentum in, the activities of each company’s existing businesses, regardless of whether the Transactions are eventually completed. Both before and after the closing of the Transactions, the management teams of Lawson, TestEquity and Gexpro Services will be required to devote considerable amounts of time to this process, which may decrease the time they will have to manage their respective existing businesses, service existing customers, attract new customers and develop new products, services and strategies. One potential consequence of such distractions could be the failure of management to realize other opportunities that could be beneficial to Lawson, TestEquity or Gexpro Services, respectively.

If Lawson’s, TestEquity’s or Gexpro Services’ management is not able to effectively manage the process leading up to and following the closing of the Transactions, or if any significant business activities are interrupted as a result of the process, the businesses of Lawson, TestEquity and/or Gexpro Services could suffer. Potential difficulties the Combined Company may encounter in the process could include challenges associated with the following:

Furthermore, it is possible that the closing process could result in the loss of key employees of Lawson, TestEquity or Gexpro Services. If we are not able to successfully complete the Transactions and fully realize the anticipated savings and synergies in a timely manner, or the cost to achieve these synergies is greater than expected, we may not fully realize the anticipated benefits (or any benefits) of the Transactions, or it may take longer than expected to realize any benefits. The failure to fully or timely realize the anticipated benefits could have a negative effect on the market price of Lawson common stock.

Each of Lawson, TestEquity and Gexpro Services will be subject to business uncertainties and contractual restrictions while the Transactions are pending that could materially and adversely affect each of the companies and their businesses.

Uncertainty about the effect of the Transactions on employees, customers, suppliers and others having business relationships with Lawson, TestEquity and/or Gexpro Services may have a material and adverse effect

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on Lawson, TestEquity and/or Gexpro Services, regardless of whether the Transactions are eventually completed, and, consequently, on the Combined Company. These uncertainties may impair Lawson’s, TestEquity’s and/or Gexpro Services’ ability to attract, retain and motivate key personnel until the Transactions are completed, or the Merger Agreements are terminated, and for a period of time thereafter. These uncertainties could also cause customers, suppliers and others that deal with Lawson, TestEquity or Gexpro Services to seek to change existing business relationships with Lawson, TestEquity or Gexpro Services. Employee retention and recruitment may be challenging for Lawson, TestEquity and Gexpro Services during the pendency of the Transactions, as employees and prospective employees may experience uncertainty about their future roles with the Combined Company. Furthermore, no assurance can be given that after the Transactions the Combined Company will be able to attract or retain key management personnel or other key employees to the same extent that Lawson, TestEquity and Gexpro Services have been previously able to attract or retain their own employees. For each of Lawson, TestEquity and Gexpro Services, the departure of existing key employees or the failure of potential key employees to accept employment with the Combined Company, despite Lawson’s, TestEquity’s and Gexpro Services’ retention and recruiting efforts, could have a material adverse impact on Lawson’s and the Combined Company’s business, financial condition and operating results, regardless of whether the Transactions are eventually completed.

In addition, the TestEquity Merger Agreement restricts Lawson and TestEquity from making certain acquisitions and taking other specified actions without the consent of the other until the TestEquity Merger is consummated or the TestEquity Merger Agreement is terminated. Similarly, the Gexpro Services Merger Agreement restricts Lawson and Gexpro Services from making certain acquisitions and taking other specified actions without the consent of the other until the Gexpro Services Merger is consummated or the Gexpro Services Merger Agreement is terminated. These restrictions may prevent Lawson, TestEquity and/or Gexpro Services from pursuing otherwise attractive business opportunities and making other changes to their businesses before completion of the Transactions or termination of the Merger Agreements. For additional information on the restrictive covenants applicable to Lawson, TestEquity and Gexpro Services, see the sections entitled “The TestEquity Merger Agreement—Conduct of TestEquity’s and Lawson’s Businesses Pending the TestEquity Merger” and “The Gexpro Services Merger Agreement— Conduct of Gexpro Services’ and Lawson’s Businesses Pending the Gexpro Services Merger.”

Lawson may fail to complete the Transactions if certain closing conditions, many of which are outside Lawson’s control, are not satisfied.

The completion of the Transactions is subject to multiple closing conditions, including the receipt of the requisite Lawson stockholder approvals under the Merger Agreements and the receipt of all necessary clearances under the HSR Act. Many of these closing conditions are outside of Lawson’s control. If any of these conditions is not satisfied or waived, the Transactions may not be completed and Lawson may not realize the anticipated benefits of the Transactions. Lawson can make no assurances that the Transactions will be completed on the terms or timeline currently contemplated, or at all. For additional information on the closing conditions to the Transactions, see the sections entitled “The TestEquity Merger Agreement—Conditions to the Closing of the TestEquity Merger” and “The Gexpro Services Merger Agreement—Conditions to the Closing of the Gexpro Services Merger.”

Failure to complete the Transactions could result in material adverse consequences to Lawson’s business and operations.

If the conditions to the closing of the Transactions are not met, or if the Transactions are not completed for any other reason, Lawson would be subject to a number of risks, including the following:

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Furthermore, any disruptions to Lawson’s business resulting from the announcement and pendency of the Transactions, including any adverse changes in Lawson’s relationships with its employees, customers and suppliers, could continue or accelerate in the event of a failed transaction. For these and other reasons, failure to complete the Transactions could adversely affect Lawson’s business, financial condition, results of operations and stock price.

Lawson has incurred and will continue to incur significant transaction costs in connection with the Transactions.

Lawson has incurred and expects to continue to incur significant, non-recurring costs in connection with consummating the Transactions. Non-recurring transaction costs include, but are not limited to, fees paid to legal, accounting and financial advisors, filing fees and other costs. Additional unanticipated costs may be incurred in the combination process. Some of these costs will be incurred even if Lawson does not complete the Transactions.

The financial condition or results of operations of the Combined Company following the completion of the Transactions may differ significantly from the unaudited pro forma financial data included in this proxy statement.

The unaudited pro forma condensed combined financial statements contained in this proxy statement are presented for illustrative purposes only and may not be an indication of the Combined Company’s financial condition or results of operations following the completion of the Transactions for several reasons. For example, the unaudited pro forma condensed combined financial statements have been derived from the historical financial statements of Lawson, TestEquity and Gexpro Services, and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Transactions. The information upon which these adjustments and assumptions have been made is preliminary, and such adjustments and assumptions are difficult to predict.

Moreover, the unaudited pro forma condensed combined financial statements do not reflect all costs that are expected to be incurred by Lawson, TestEquity or Gexpro Services in connection with the Transactions. For example, the impact of any incremental costs incurred in combining the companies is not reflected in the unaudited pro forma condensed combined financial statements. As a result, the actual financial condition and results of operations of the Combined Company following the Transactions may differ materially from those indicated by the unaudited pro forma condensed combined financial statements included in this proxy statement. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial statements may not be realized, and other factors may affect the Combined Company’s financial condition or results of operations following the completion of the Transactions. See the section of this proxy statement entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

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The prospective financial forecasts for Lawson, TestEquity and Gexpro Services included in this proxy statement reflect Lawson, TestEquity and Gexpro Services management estimates and Lawson’s, TestEquity’s and Gexpro Services’ actual performance may differ materially from the prospective financial forecasts included in this proxy statement.

The prospective financial forecasts for Lawson, TestEquity and Gexpro Services included in this proxy statement are based on assumptions of, and information available to, Lawson, TestEquity and Gexpro Services, respectively, at the time such prospective financial forecasts were prepared. Neither Lawson, TestEquity nor Gexpro Services know whether the assumptions made will prove to be reflective of actual future events. Such information can be adversely affected by known or unknown risks and uncertainties, many of which are beyond Lawson’s, TestEquity’s and Gexpro Services’ control. Further, prospective financial forecasts of this type are based on assumptions and estimates that are inherently subjective and uncertain, including in respect of factors such as company performance, industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of Lawson, TestEquity or Gexpro Services, including the factors described in the section entitled “Risk Factors—Risks Relating to the Business of the Combined Company Following the Mergers” and “Cautionary Note Regarding Forward-Looking Statements,” which factors and changes may cause the prospective financial forecasts or the underlying assumptions not to be realized. In addition, the prospective financial forecasts of TestEquity and Gexpro Services include forecasted results of certain potential acquisitions of TestEquity or Gexpro Services, respectively, as more fully described in the section entitled “The Transactions—Certain Lawson, TestEquity and Gexpro Services Unaudited Prospective Financial Information.” However, TestEquity or Gexpro Services, as the case may be, did not have a definitive agreement to acquire any of these companies at the time such prospective financial forecasts were prepared. Furthermore, no assurance can be given that any of such acquisitions will occur and, if any of such acquisitions does not occur, actual results may differ materially from those projected in the prospective financial forecasts. As a result of these contingencies, there can be no assurance that the prospective financial forecasts of Lawson, TestEquity or Gexpro Services will be realized or that actual results will not differ materially from those projected. In view of these uncertainties, the inclusion of the prospective financial forecasts of Lawson, TestEquity and Gexpro Services in this proxy statement should not be regarded as an indication that Lawson, the Special Committee, the Lawson board of directors, TestEquity, Gexpro Services, any of their respective affiliates or advisors or any other person considered, or now considers, it to be an assurance of the achievement of future results.

In addition, the prospective financial forecasts have not been updated or revised to reflect information or results after the date the prospective financial forecasts were prepared or as of the date of this proxy statement. For more information see the section entitled “The Transactions—Certain Lawson, TestEquity and Gexpro Services Unaudited Prospective Financial Information.”

Lawson’s estimates and judgments related to the acquisition accounting models used to record the purchase price allocation may be inaccurate.

Lawson’s management will make significant accounting judgments and estimates for the application of acquisition accounting under GAAP and the underlying valuation models. The Combined Company’s business, operating results and financial condition could be materially and adversely impacted in future periods if Lawson’s accounting judgments and estimates related to these models prove to be inaccurate.

The Combined Company may be required to recognize impairment charges for goodwill and other intangible assets.

As a result of the Transactions, the Combined Company is expected to have an amount of goodwill and other intangible assets on its balance sheet that is approximately $574 million greater than the amount of goodwill and other intangible assets on Lawson’s September 30, 2021 consolidated balance sheet. In accordance with GAAP, Lawson’s management periodically assesses Lawson’s goodwill and other intangible assets to determine if they are impaired. Significant negative industry or economic trends, disruptions to the Combined

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Company’s business, an inability to effectively integrate acquired businesses, unexpected significant changes, planned changes in use of the assets, divestitures and market capitalization declines may impair goodwill and other intangible assets. Any charges relating to such impairments could materially and adversely affect the Combined Company’s results of operations in the periods recognized, which could result in an adverse effect on the market price of Lawson common stock.

TestEquity’s and Gexpro Services’ international operations will subject the Combined Company to additional legal and regulatory regimes if the Mergers are completed.

TestEquity currently has business operations and/or sales in a number of foreign countries, including Canada, Mexico and the United Kingdom, and Gexpro Services currently has business operations and/or sales in a number of foreign countries, including Hungary and China. If the Mergers are consummated, Lawson and/or certain subsidiaries within the Combined Company will be subject to a wider array of foreign legal and regulatory regimes (including tax regimes) than those to which Lawson and/or certain of its subsidiaries are currently subject, and the amount of revenue generated outside of the United States by the Combined Company will be significantly more than the revenue generated outside the United States by Lawson currently. Compliance with diverse legal and regulatory requirements, including in connection with the movement or repatriation of cash, may be costly, time-consuming and require significant resources. Violations could result in significant fines or monetary damages, sanctions, prohibitions or restrictions on doing business and damage to the Combined Company’s reputation. In addition, operating in additional countries around the world will require the Combined Company to manage the potential conflicts between locally accepted business practices in any given jurisdiction and Lawson’s obligations to comply with laws and regulations with respect to such jurisdictions, in addition to the jurisdictions where Lawson currently operates, including anti-corruption laws or regulations applicable to Lawson, such as the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the UK Bribery Act 2010 (the “UKBA”). The U.S., U.K. and other foreign agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of export controls, the FCPA, the UKBA, and other laws, rules, sanctions, embargoes and regulations, including those established by the Office of Foreign Assets Control (“OFAC”). Any violation of these legal requirements, even if prohibited by Lawson’s policies, procedures and controls, could subject the Combined Company to criminal or civil enforcement actions, penalties for non-compliance or otherwise have an adverse effect on its business and reputation.

Certain of Lawson’s directors and executive officers have interests in the Mergers, the Share Issuances and the other contemplated transactions that are different from, or in addition to, those of Lawson’s other stockholders generally.

In considering whether to approve each of the Lawson Proposals, Lawson stockholders should recognize that certain of Lawson’s directors and executive officers have interests in the Mergers, the Share Issuances and the other contemplated transactions that are different from, or in addition to, those of Lawson’s other stockholders generally. For a description of these interests, see the section entitled “The Transactions—Interests of Lawson Directors and Executive Officers in the Transactions.”

Litigation relating to the Transactions may be filed against Lawson, the Lawson board of directors and/or the Special Committee that could prevent or delay the closing of the Transactions and/or result in the payment of damages following the closing of the Transactions.

It is possible that Lawson stockholders may file litigation, including putative class action lawsuits, against Lawson, the Lawson board of directors and/or the Special Committee relating to the Merger Agreements and the Transactions. Among other remedies, these stockholders could seek damages and/or seek to enjoin the Transactions. The outcome of any legal proceedings are difficult to predict and any such potential lawsuits could prevent or delay the closing of the Transactions and/or result in substantial costs to Lawson. Any such actions may also create uncertainty relating to the Transactions and may be costly and distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are completed may adversely affect the Combined Company’s business, financial condition, results of operations and cash flows.

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One condition to closing the Transactions is the absence of any order, judgment, injunction, decree, writ, stipulation, determination, decision, ruling or award by any court or other governmental authority that prohibits the consummation of the Transactions. If any lawsuit is filed challenging the Transactions and is successful in obtaining an injunction preventing the parties to the Merger Agreements from consummating the Transactions, such injunction may delay or prevent the consummation of the Transactions.

As a result of the Transactions, Lawson’s ability to use its net operating losses and certain other tax attributes generated prior to the Transactions may be subject to limitation.

As a result of the Transactions, Lawson’s ability to use its net operating losses and certain other tax attributes generated prior to the Transactions may be subject to limitation.

Risk Factors Relating to the Business of the Combined Company Following the Mergers

Risks Related to COVID-19 and Other Infectious Diseases

In 2020, a new strain of coronavirus (“COVID-19”) created a worldwide pandemic which has continued to affect the businesses of Lawson, TestEquity and Gexpro Services and could have further undetermined material adverse effects on the Combined Company’s revenues, operating results and financial condition.

The COVID-19 pandemic has resulted in lost revenue to Lawson, TestEquity and Gexpro Services, limitations on the companies’ ability to source high demand product, limitations on the companies’ sales forces to perform certain functions due to state or federal stay-at-home orders, a slow-down of customer demand for the companies’ products and limitations on the ability of some customers to pay the companies on a timely basis. The impact of the COVID-19 pandemic on the companies’ operational and financial performance includes affecting the companies’ ability to execute their business strategies and initiatives in the expected time frame. The extent of the effect of the COIVD-19 pandemic on the Combined Company will depend on future developments, including the duration and spread of the COVID-19 pandemic and related restrictions on travel, transports and person-to-person contact, all of which are uncertain and cannot be predicted at the present time. On a broader scale, the COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. An extended period of global supply chain and economic disruption could materially affect the Combined Company’s sales, workforce, supply chains, results of operations and financial condition.

In the first quarter of 2020, Lawson’s business was defined by the state of Illinois as an essential business, allowing Lawson to operate during the pandemic. A change in this status could result in the temporary closure of Lawson’s business. Additionally, the COVID-19 pandemic could result in a temporary closure of any or all of the facilities (including distribution facilities and/or branch locations) of the Combined Company, which would negatively impact the Combined Company’s operations. Other disruptions to the Combined Company’s supply chain such as reduced capacity or temporary shutdowns of freight carriers could also negatively impact the Combined Company’s performance.

The Combined Company’s sales results may be negatively impacted in the future by any social distancing guidelines and government mandated shelter in place orders that would prevent its sales representatives from visiting customers in person, or that would otherwise reduce customer visits. The reduction of operations and temporary shut down by many of Lawson’s, TestEquity’s and Gexpro Services’ customers in response to COVID-19 has also negatively impacted the companies’ sales and ability to collect on existing credit balances, and Lawson expects the Combined Company to be impacted by those reductions and shut downs until the pandemic ends. Further, vendors who are negatively impacted by COVID-19 may temporarily shut down operations or have difficulty obtaining inventory, which could negatively impact the Combined Company’s ability to fulfill customer orders. As a result, the Combined Company may be negatively impacted by the COVID-19 pandemic and the various federal, state and local restrictions enacted to combat the pandemic.

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Certain items on Lawson’s, TestEquity’s and Gexpro Services’ balance sheets require, and certain items on the Combined Company’s balance sheet will require, judgments on their valuation, including intangible assets and goodwill. These valuations are and will be based on assumptions that take future financial performance into account. COVID-19 may have a negative impact on the Combined Company’s future financial performance that would require the Combined Company to revise assumptions about future financial performance and impair the value of its assets. It is reasonably possible that estimates made based on future operating results and cash flows of the Combined Company may be materially and adversely impacted in the near term as a result of the COVID-19 pandemic, including impairment losses related to goodwill.

In addition, the increased number of employees working remotely as a result of COVID-19 can exacerbate the risks mentioned in regards to internal controls and cybersecurity.

Business Risks

A significant portion of the Combined Company’s inventory may become obsolete.

The anticipated business strategy of the Combined Company is expected to require the Combined Company to carry a significant amount of inventory in order to meet rapid processing of customer orders. If the Combined Company’s inventory forecasting and production planning processes result in inventory levels exceeding the levels demanded by customers or if the Combined Company’s customers decrease their orders with the Combined Company, the Combined Company’s operating results could be adversely affected due to costs of carrying the inventory and additional inventory write-downs for excess and obsolete inventory.

Work stoppages and other disruptions at transportation centers or shipping ports, along with other supply chain disruptions, may adversely affect the Combined Company’s ability to obtain inventory and make deliveries to its customers.

The Combined Company’s ability to rapidly process customer orders is expected to be an integral component of the Combined Company’s overall business strategy. Interruptions at the Combined Company’s operated facilities or disruptions at a major transportation center or shipping port, due to events such as severe weather, labor interruptions, natural disasters, acts of terrorism or other events, could affect Combined Company’s ability to maintain core products in inventory, deliver products to its customers on a timely basis or adversely affect demand for its products, which may in turn adversely affect the Combined Company’s results of operations. Similarly, other supply chain disruptions have impacted Lawson’s, TestEquity’s and Gexpro Services’ ability to maintain certain core products in inventory and deliver products to customers on a timely basis, and may continue to impact Lawson’s TestEquity’s, Gexpro Services’ and the Combined Company’s ability to do so. Such supply chain disruptions may adversely affect the Combined Company’s business, financial condition and results of operations.

TestEquity relies on a single supplier for a significant amount of its product inventory, and any disruptions in such supplier’s business, operations or financial condition, or TestEquity’s relationship with such supplier, could have a material adverse effect on TestEquity’s and the Combined Company’s businesses, results of operations and financial condition.

TestEquity relies on a single supplier for a significant amount of its product inventory, including electronic test and measurement equipment. During 2020 and the first nine months of 2021, the aggregate dollar amount of TestEquity’s purchases from that supplier represented approximately 26% and 30%, respectively, of the aggregate dollar amount of TestEquity’s purchases of product inventory from all of TestEquity’s suppliers during such periods. Any disruptions in that particular supplier’s business, operations or financial condition, or TestEquity’s relationship with this significant supplier, could have a material adverse effect on TestEquity’s and the Combined Company’s businesses, results of operations and financial condition.

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Changes in the Combined Company’s customers, product mix and pricing strategy could cause its gross margin percentage to decline in the future.

From time to time, Lawson, TestEquity and Gexpro Services have experienced overall changes in the product mix demand of the companies’ customers. When customers or product mix changes, there can be no assurance that the Combined Company will be able to maintain its gross profit margins. Changes in the Combined Company’s customers, product mix, volume of orders, prices charged, additional freight costs or lower productivity levels, could cause its gross profit margin percentage to decline. The Combined Company’s gross margin percentage may also come under pressure in the future if it increases the percentage of national accounts in its customer base, as sales to these customers are generally at lower margins.

Disruptions of the Combined Company’s information and communication systems could adversely affect the Combined Company.

The Combined Company will depend on information and communication systems to process orders, purchase and manage inventory, maintain cost-effective operations, sell and ship products, manage accounts receivable collections and serve its customers. Disruptions in the operation of information and communication systems can occur due to a variety of factors including power outages, hardware failure, programming faults and human error. Disruptions in the operation of our information and communication systems, whether over a short or an extended period of time or affecting one or multiple distribution centers, could have a material adverse effect on the Combined Company’s business, financial condition and results of operations.

Cyber attacks or other information security breaches could have a material adverse effect on the Combined Company’s operating results and financial condition, subject the Combined Company to additional legal costs and damage the Combined Company’s reputation in the marketplace.

Lawson, TestEquity and Gexpro Services are increasingly dependent on digital technology to process and record financial and operating data and communicate with their employees and business partners. During the normal course of business Lawson, TestEquity and Gexpro Services receive, retain and transmit certain confidential information that their customers provide to purchase products or services or to otherwise communicate with the companies.

The Combined Company’s technologies, systems and networks, and those of the Combined Company’s business partners, may become the target of cyber attacks or information security breaches that could result in the unauthorized release, misuse, loss or destruction of proprietary and other information, or other disruption of the Combined Company’s business operations, subject the Combined Company to additional legal costs and damage the Combined Company’s reputation in the marketplace. As cyber threats continue to evolve, the Combined Company may be required to expend additional resources to continue to modify or enhance its protective measures or to investigate and fix any information security vulnerabilities.

The inability to successfully recruit, integrate and retain productive sales representatives could adversely affect the Combined Company’s operating results.

Lawson intends that the Combined Company will commit to a plan to increase the size of its sales force. A successful expansion in the sales force will require the Combined Company to identify under-served territories that offer the greatest potential growth opportunity, locate and recruit talented sales representatives, provide them with the proper training, and successfully integrate them into its organization. This expansion will require significant investment in capital and resources. The failure to identify the optimal sales territories, recruit and retain quality sales representatives and provide them with sufficient support could adversely affect the Combined Company’s operating results.

It will also be critical for the Combined Company to retain the experienced and productive sales representatives that have historically contributed to successes of Lawson, TestEquity and Gexpro Services.

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Failure to retain a sufficient number of talented, experienced and productive sales representatives could adversely affect the Combined Company’s financial and operating results.

Failure to retain talented employees, managers and executives could negatively impact the Combined Company’s operating results.

The success of the Combined Company will depend on, among other things, its ability to attract, develop and retain talented employees, including executives and other key managers. The loss of certain key executives and managers or the failure to attract and develop talented employees could have a material adverse effect on the Combined Company’s business.

The inability of management to successfully implement changes in operating processes could lead to disruptions in the Combined Company’s operations.

Lawson expects that the Combined Company will strive to improve operational efficiencies throughout its organization and to identify and initiate changes intended to improve its internal operations. The implementation of changes to the Combined Company’s operations involve a risk that the changes may not work as intended, may disrupt related processes, may not be properly applied or may not result in accomplishing the intended efficiencies. Failure to successfully manage the implementation of these changes could lead to disruptions in the Combined Company’s operations.

The inability to successfully integrate additional acquisitions into the Combined Company’s organization could adversely affect the Combined Company’s operations and operating results.

Lawson expects that one of the Combined Company’s growth strategies will be to actively pursue additional acquisition opportunities which complement its business model. Both TestEquity and Gexpro Services have been pursuing active acquisition pipelines, and the Combined Company may acquire other companies or businesses believed to be a benefit to the Combined Company. However, there are risks associated with pursuing acquisitions, which include the incurrence of significant transaction costs without the guarantee that such transactions will be completed. Further, the Combined Company may fail to successfully identify the right opportunities and/or to successfully integrate the acquired businesses, operations, technologies, systems and/or personnel with those of the Combined Company, which could adversely affect the Combined Company’s operations and operating results.

The Combined Company will operate in highly competitive markets.

The marketplaces in which Lawson, TestEquity and Gexpro Services participate are highly competitive. The companies’ competitors include large and small companies with similar or greater market presence, name recognition, and financial, marketing, and other resources. Lawson believes the competition will continue to challenge the Combined Company’s business with their product selection, financial resources and services.

Changes that affect governmental and other tax-supported entities could negatively impact the Combined Company’s sales and earnings.

A portion of the Combined Company’s sales are expected to be derived from the United States military and other governmental and tax-supported entities. These entities are largely dependent upon government budgets and require adherence to certain laws and regulations. A decrease in the levels of defense and other governmental spending, or the introduction of more stringent governmental regulations and oversight, could lead to reduced sales or an increase in compliance costs which would adversely affect the Combined Company’s financial position and results of operations.

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Financial Risks

There can be no assurance that Lawson will be able to obtain the financing it intends to incur in connection with the Transactions to, among other things, refinance Lawson’s Existing Credit Agreement and various indebtedness arrangements of TestEquity and Gexpro Services and their respective subsidiaries and finance the working capital needs and general corporate purposes of the Combined Company, and the failure to obtain such financing or alternative financing in connection with the Transactions could result in a material adverse effect on Lawson or the Combined Company.

As discussed in more detail in the section entitled “Debt Financing Commitment Letter,” Lawson entered into the Debt Financing Commitment Letter with the Initial Arranger (as defined below), through which Lawson has requested that the Initial Arranger agree to arrange and syndicate various financing arrangements with Lawson in order to (1) repay all obligations under and refinance (a) Lawson’s Existing Credit Agreement and (b) certain existing indebtedness of TestEquity and Gexpro Services and their respective affiliates in connection with the closing of the Transactions, (2) finance the working capital needs and general corporate purposes of the Combined Company and (3) pay fees and expenses in connection with the Transactions.

The availability of the debt financing contemplated by the Debt Financing Commitment Letter is, and other financing Lawson might arrange may be, subject to various conditions precedent. In addition, the commitments under the Debt Financing Commitment Letter will terminate if Lawson fails to execute definitive documentation relating to the same that is reasonably satisfactory to Lawson and the Initial Arranger on or before June 30, 2022. The Initial Arranger’s commitment is only for an aggregate principal amount of $125 million of the $450 million principal amount of revolving and term loan credit facilities that Lawson seeks to raise for the consummation of the Transactions and for the ongoing working capital needs and general corporate purposes of the Combined Company, and the Initial Arranger has only agreed to use commercially reasonable efforts to assemble a syndicate of financial institutions to provide the balance of the necessary commitments for the facilities, in each case upon the terms as subject to the conditions set forth in the Debt Financing Commitment Letter. Therefore, no assurance can be given that the financing contemplated by the Debt Financing Commitment Letter or the total amount of indebtedness requested by Lawson will be available. In the event that the financing contemplated by the Debt Financing Commitment Letter and the other indebtedness required is not available, other financing may not be available on acceptable terms, in a timely manner, or at all.

The Combined Company is expected to have a significant amount of indebtedness, which could adversely affect the Combined Company’s business, financial condition, and results of operations following the Transactions.

Lawson expects that the Combined Company will have a significant amount of indebtedness after the completion of the Transactions, which is expected to include new indebtedness under the anticipated arrangements described in the section entitled “Debt Financing Commitment Letter.” See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” In addition, Lawson would have the ability to incur a significant amount of additional indebtedness. After giving effect to the Transactions, the Combined Company’s indebtedness could have significant consequences on the Combined Company’s future operations, including:

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The Combined Company’s ability to meet its payment and other obligations under its debt instruments will depend on the Combined Company’s ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond the Combined Company’s control. Lawson cannot assure that the Combined Company will generate cash flow from operations, or that future borrowings will be available to the Combined Company, in an amount sufficient to enable the Combined Company to meet its indebtedness obligations and to fund other liquidity needs following the completion of the Transactions.

Failure to adequately fund the Combined Company’s operating and working capital needs through cash generated from operations and cash available through the Combined Company’s financing arrangements could negatively impact the Combined Company’s ability to invest in its business and maintain its capital structure.

The Combined Company’s business will require investment in working capital and fixed assets. Lawson expects the Combined Company to fund these investments from cash generated from operations and funds available from the Combined Company’s anticipated new financing arrangements. Failure to generate sufficient cash flow from operations or from such anticipated new financing arrangements could cause the Combined Company to have insufficient funds to operate its business. Adequate funds may not be available when needed or may not be available on favorable terms.

Failure to meet the covenant requirements of the Combined Company’s financing arrangements could lead to higher financing costs and increased restrictions and reduce or eliminate the Combined Company’s ability to borrow funds.

Lawson expects that the Combined Company’s anticipated new financing arrangements will contain financial and other restrictive covenants. These covenants could adversely affect the Combined Company by limiting its financial and operating flexibility as well as its ability to plan for and react to market conditions and to meet its capital needs. Failure to meet these covenant requirements could lead to higher financing costs and increased restrictions, reduce or eliminate the Combined Company’s ability to borrow funds, or accelerate the payment of the Combined Company’s indebtedness. As noted in (i) the report of independent certified public accountants relating to TestEquity’s unaudited consolidated financial statements as of and for the nine-month period ended September 30, 2021, (ii) the report of independent certified public accountants relating to TestEquity’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2020 and (iii) the report of independent certified public accountants relating to TestEquity’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2019, each of which is included elsewhere in this proxy statement, TestEquity was in default of certain debt covenants of its term loan and revolving line of credit agreements. In connection therewith, on September 6, 2019, February 28, 2020, March 27, 2020, October 9, 2020 and June 30, 2021, TestEquity entered into forbearance agreements with its lender. Such term loan and revolving line of credit agreements are expected to be terminated in connection with the closing of the TestEquity Merger.

If the Combined Company requires more liquidity than is expected to be available to it under its financing arrangements, the Combined Company may need to raise additional funds through debt or equity offerings which may not be available when needed or may not be available on terms favorable to the Combined Company. Should funding be insufficient at any time in the future, the Combined Company may be unable to develop or

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enhance its products or services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on the Combined Company’s business, financial condition and results of operations.

Risks Related to Lawson Common Stock

The market price of Lawson’s common stock may decline.

The price of Lawson common stock could decrease if the Combined Company’s financial performance is inadequate or does not meet investors’ expectations, if there is deterioration in the overall market for equities, if large amounts of shares are sold in the market, if there is index trading, or if investors have concerns that the Combined Company’s business, financial condition, results of operations and capital requirements are negatively impacted by an economic downturn.

Legal and Regulatory Risks

A violation of federal, state or local environmental protection regulations could lead to significant penalties and fines or other remediation costs.

The Combined Company’s product offerings will include a wide variety of industrial chemicals and other products which are subject to a multitude of federal, state and local regulations. These environmental protection laws change frequently and affect the composition, handling, transportation, storage and disposal of these products. Failure to comply with these regulations could lead to severe penalties and fines for each violation.

Additionally, a facility Lawson owns in Decatur, Alabama, was found to contain hazardous substances in the soil and groundwater as a result of historical operations prior to Lawson’s ownership. Lawson retained an environmental consulting firm to further investigate the contamination, including measurement and monitoring of the site. Lawson concluded that further remediation was required, and accordingly, has made an accrual for the estimated cost of this environmental matter. A remediation plan was approved by the Alabama Department of Environmental Management and the remediation of the affected area is ongoing. Additional procedures may be required that could negatively impact the Combined Company’s operating results.

The Combined Company’s results of operations could be affected by changes in taxation.

The Combined Company’s results of operations could be affected by changes in tax rates, audits by taxing authorities or changes in laws, regulations and their interpretation. Changes in applicable tax laws and regulations could affect the Combined Company’s ability to realize its deferred tax assets, which could adversely affect the Combined Company’s results of operations.

TestEquity and Gexpro Services are private companies and may not have in place the financial organization, reporting and internal controls necessary for a public company.

TestEquity and Gexpro Services are private companies and may not have in place the financial organization, reporting and controls which are required for a U.S. public company. The cost of implementing this type of financial organization, reporting and controls in respect of TestEquity and Gexpro Services and integrating their financial reporting processes with those of Lawson may be significant. Furthermore, if the limitations in TestEquity’s or Gexpro Services’ financial organization, reporting and controls, or any failure to effectively integrated their financial reporting processes with those of Lawson, caused the Combined Company to miss an SEC reporting deadline or otherwise not comply with an applicable law or regulation, the Combined Company might, among other things, have a material weakness in its internal controls or violate its indebtedness covenants.

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General Risks

The Combined Company’s results of operations may be adversely impacted by a downturn in the economy or in certain sectors of the economy.

Any decline or uncertainty in the strength of the economy may lead to a decrease in customer spending and may cause certain customers to cancel or delay placing orders. In the first quarter of 2020, the economy experienced a significant decline due to the response of businesses and state governments to the onset of the COVID-19 pandemic. Subsequently, the economy partially recovered from the initial downturn. Some customers of the Combined Company may file for bankruptcy protection, preventing the Combined Company from collecting on accounts receivable and may result in the Combined Company stocking excess inventory. Contractions in the credit markets may also cause some of the Combined Company’s customers to experience difficulties in obtaining financing, leading to lower sales, delays in the collection of receivables and result in an increase in bad debt expense.

Adverse economic conditions could also affect the Combined Company’s key suppliers and contractors. This could lead to the Combined Company incurring additional expenses or result in delays in shipping products to its customers. Economic uncertainty can make it difficult to accurately predict future order activity and affect the Combined Company’s ability to effectively manage inventory levels. There are no assurances that the Combined Company would be able to establish alternative financing or obtain financing with terms similar to its then-existing financing arrangements.

Changes in energy costs, tariffs and the cost of raw materials used in the Combined Company’s products could impact the Combined Company’s cost of goods and distribution and occupancy expenses, which may result in lower operating margins.

Increases in the cost of raw materials used in the Combined Company’s products (e.g., steel, brass, copper), tariffs and increases in energy costs will raise the production costs of the Combined Company’s vendors. Those vendors have typically looked to pass the higher costs along to Lawson, TestEquity and Gexpro Services through price increases. If the Combined Company is unable to fully pass such increased prices and costs through to its customers or to modify its activities, the impact would have an adverse effect on the Combined Company’s operating profit margins. Low oil prices may result in weaker demand from oil and gas customers in the future, resulting in lower net sales. Changes in trade policies could affect the Combined Company’s sourcing of product and ability to secure sufficient product and/or impact the cost or price of its products, with potentially negative impacts on the Combined Company’s reported gross profits and results of operations.

The Combined Company will be exposed to the risk of foreign currency changes.

Two of Lawson’s subsidiaries are located and operate in Canada using the Canadian dollar as its functional currency. TestEquity currently has business operations and/or sales in a number of foreign countries, including Canada, Mexico and the United Kingdom, and Gexpro Services currently has business operations and/or sales in a number of foreign countries, including Hungary and China. Operating results denominated in foreign currencies will be translated into U.S. dollars when consolidated into the Combined Company’s financial statements. Therefore, the Combined Company will be exposed to market risk relating to the change in the value of such foreign currencies relative to the U.S. dollar that could adversely affect the Combined Company’s financial position and operating results.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains, and the documents incorporated by reference in this proxy statement contain, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involves risks and uncertainties. The terms “aim,” “anticipate,” “believe,” “contemplates,” “continues,” “could,” “ensure,” “estimate,” “expect,” “forecasts,” “if,” “intend,” “likely,” “may,” “might,” “objective,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “probable,” “project,” “shall,” “should,” “strategy,” “will,” “would,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks, uncertainties and assumptions, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. Lawson can give no assurance that any goal or plan set forth in forward-looking statements can be achieved and Lawson cautions readers not to place undue reliance on such statements, which speak only as of the date made. Lawson undertakes no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise, unless otherwise required by law. Actual results may differ materially from those projected as a result of certain risks and uncertainties. Certain risks associated with Lawson’s business are also discussed from time to time in the reports Lawson files with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Certain risks associated with the Transactions and the Combined Company’s business after the Mergers are discussed in the section entitled “Risk Factors.” In addition to the other factors and matters contained or incorporated by reference in this proxy statement, the following factors, among others, could cause actual outcomes and results (including actual results of Lawson, TestEquity, Gexpro Services and/or the Combined Company) to differ materially from those discussed in the forward-looking statements:

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THE LAWSON SPECIAL MEETING

Date, Time and Place

The Lawson special meeting will be held virtually via live webcast on                , 2022 at                a.m., Central time. The Lawson special meeting will be held solely via live webcast and there will not be a physical meeting location. Lawson stockholders will be able to attend the Lawson special meeting online, submit questions and vote their shares electronically during the Lawson special meeting by visiting the Lawson special meeting website at https://meetnow.global/[                ].

If you are a Lawson stockholder of record, you will need the control number included on your proxy card in order to access the Lawson special meeting website, submit questions and vote at the Lawson special meeting. If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a stockholder of record), you will need to register in advance and provide a “legal proxy” as described more fully in this proxy statement in order to attend the Lawson special meeting, submit questions and vote during the Lawson special meeting via the Lawson special meeting website.

Lawson will entertain questions at the Lawson special meeting in accordance with the rules of conduct for the meeting to the extent that the question posed by a stockholder are relevant to the Lawson special meeting and the proposals presented. Any questions or comments that are unrelated to the business of the Lawson special meeting will not be addressed at the meeting.

Purpose of the Lawson Special Meeting

The purpose of the Lawson special meeting is to consider and vote on:

Lawson does not anticipate transacting any other business at the Lawson special meeting.

Recommendation of the Lawson Board of Directors

The Lawson board of directors recommends that stockholders vote:

For additional information on the recommendation of the Lawson board of directors, see the section entitled “The Transactions—Lawson’s Reasons for the Transactions; Recommendation of the Special Committee and the Lawson Board of Directors.”

Record Date and Outstanding Shares of Lawson Common Stock

Only holders of record of issued and outstanding shares of Lawson common stock as of the close of business on                , 2022, the record date for the Lawson special meeting, are entitled to notice of, and to vote at, the Lawson special meeting or any adjournment or postponement of the Lawson special meeting.

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As of the close of business on the record date, there were                shares of Lawson common stock outstanding and entitled to vote at the Lawson special meeting. Each share of common stock is entitled to one vote on each proposal.

A complete list of Lawson stockholders of record entitled to vote at the Lawson special meeting will be available for inspection at Lawson’s principal place of business at 8770 W. Bryn Mawr Avenue, Suite 900, Chicago, Illinois 60631 during regular business hours for a period of no less than 10 days before the Lawson special meeting for any purpose germane to the Lawson special meeting. If you would like to examine the list of Lawson stockholders of record, please contact Lawson’s Corporate Secretary at (773) 304-5050 to schedule an appointment or request access. If Lawson’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of Lawson stockholders of record will be made available for inspection electronically upon request to Lawson’s Corporate Secretary, subject to Lawson’s satisfactory verification of stockholder status. The list of Lawson stockholders of record entitled to vote at the Lawson special meeting will also be made available for inspection by any Lawson stockholder during the Lawson special meeting via the Lawson special meeting website.

Quorum; Abstentions and Broker Non-Votes

A quorum of Lawson stockholders is necessary to hold a valid meeting. The presence at the Lawson special meeting, in person (including virtually via the Lawson special meeting website) or by proxy, of the holders of a majority of the total voting power of all outstanding shares of Lawson common stock entitled to vote at the Lawson special meeting constitutes a quorum. Shares of Lawson common stock represented at the Lawson special meeting by attendance via the Lawson special meeting website or represented by proxy, whether or not such shares are voted (including shares for which a Lawson stockholder directs an “abstention” from voting), will be counted as present for purposes of determining a quorum.

Under applicable stock exchange rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under applicable stock exchange rules are “non-routine.” A so-called “broker non-vote” results when a bank, broker or other nominee returns a valid proxy voting on one or more “routine” matters to be voted on at a stockholders meeting but does not vote on a particular “non-routine” matter because the bank, broker or other nominee does not have discretionary authority to vote on such “non-routine” matter without voting instructions from the beneficial owner of the shares and has not received voting instructions on such “non-routine” matter from the beneficial owner of the shares. All of the Lawson Proposals are considered “non-routine” matters under applicable stock exchange rules, and therefore banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner will not have discretionary authority to vote on any matter at the Lawson special meeting. As a result, Lawson does not expect any broker non-votes at the Lawson special meeting, and if you hold your shares in “street name” Lawson expects that your shares will not be represented (and thus not counted as present for purposes of determining the existence of a quorum) at the Lawson special meeting and will not be voted unless you instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

Required Vote

TestEquity Transactions Proposal and Gexpro Services Transactions Proposal

Assuming a quorum is present, approval of each of the TestEquity Transactions Proposal and the Gexpro Services Transactions Proposal requires (1) the affirmative vote of the holders of a majority of the total votes of shares of Lawson common stock cast on such matter in person (including virtually via the Lawson special

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meeting website) or by proxy at the Lawson special meeting (or any adjournment thereof), as required by Rule 5635(a) of the Nasdaq Listing Rules, (2) the affirmative vote of the holders of a majority of the total voting power of shares of Lawson common stock present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting (or any adjournment thereof), in accordance with the Lawson Bylaws, and (3) the affirmative vote of the holders of a majority of the total voting power of shares of Lawson common stock not owned, directly or indirectly, by the Excluded Company Parties present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting (or any adjournment thereof), where a majority of the outstanding shares of Lawson common stock not owned, directly or indirectly, by the Excluded Company Parties are present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting (or any adjournment thereof), pursuant to the terms of the Merger Agreements.

An abstention will have the same effect as a vote “AGAINST” the TestEquity Transactions Proposal and/or the Gexpro Services Transactions Proposal, as applicable. Assuming that a quorum is present (and assuming the presence in person (including virtually via the Lawson special meeting website) or by proxy of a majority of the outstanding shares of Lawson common stock not owned, directly or indirectly, by the Excluded Company Parties), any shares not present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting (including if such non-presence is due to the failure of a Lawson stockholder who holds shares in “street name” through a bank, broker or other nominee to provide any voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the vote on the TestEquity Transactions Proposal and the Gexpro Services Transactions Proposal. As discussed above, Lawson does not expect any broker non-votes at the Lawson special meeting.

Transaction-Related Compensation Proposal

Assuming a quorum is present, approval of the Transaction-Related Compensation Proposal requires the affirmative vote of the holders of a majority of the total voting power of shares of Lawson common stock present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting (or any adjournment thereof).

An abstention will have the same effect as a vote “AGAINST” the Transaction-Related Compensation Proposal. Assuming that a quorum is present, any shares not present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting (including if such non-presence is due to the failure of a Lawson stockholder who holds shares in “street name” through a bank, broker or other nominee to provide any voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the vote on the Transaction-Related Compensation Proposal. As discussed above, Lawson does not expect any broker non-votes at the Lawson special meeting.

Adjournment Proposal

If a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the total voting power of shares of Lawson common stock present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting (or any adjournment thereof). If a quorum is not present, approval of the Adjournment Proposal requires the affirmative vote of the majority of shares of Lawson common stock present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting and entitled to vote on the subject matter.

An abstention will have the same effect as a vote “AGAINST” the Adjournment Proposal. Any shares not present in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting (including if such non-presence is due to the failure of a Lawson stockholder who holds shares in “street name” through a bank, broker or other nominee to provide any voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the vote on the Adjournment Proposal. As discussed above, Lawson does not expect any broker non-votes at the Lawson special meeting.

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Methods of Voting

Stockholders of Record

If you are a Lawson stockholder of record, you may vote by submitting a proxy through the Internet, by telephone or by mail, or by attending the Lawson special meeting and voting via the Lawson special meeting website, as described below:

If you are a Lawson stockholder of record, your proxy submitted over the Internet or by telephone must be received before the closing of the voting facilities at the Lawson special meeting in order to be counted, and your proxy submitted by U.S. mail must be received by 5:00 p.m. Eastern time on                , 2022 (one business day prior to the Lawson special meeting) in order to be counted.

Unless properly and timely revoked in one of the manners described below in the section entitled “The Lawson Special Meeting—Revocability of Proxies,” all duly executed proxies representing shares of Lawson common stock entitled to vote at the Lawson special meeting will be voted at the Lawson special meeting and, where a choice has been specified on the proxy, will be voted in accordance with such specification. By executing and delivering a proxy in connection with the Lawson special meeting, you designate certain persons identified therein as your proxies at the Lawson special meeting. If you submit a duly executed proxy without an indication as to how the shares of Lawson common stock represented are to be voted with regard to a particular proposal, the underlying shares of Lawson common stock represented by such proxy will be voted on such uninstructed proposal in accordance with the recommendation of the Lawson board of directors on such proposal. Lawson does not expect that any matter other than the Lawson Proposals will be brought before the Lawson special meeting.

Even if you plan to virtually attend the Lawson special meeting, Lawson encourages you to vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Lawson special meeting.

Street Name Stockholders

If you hold your shares of Lawson common stock through a bank, broker or other nominee in “street name” instead of as a stockholder of record, you must follow the voting instructions on the voting instruction form provided by your bank, broker or other nominee for how to vote in order to vote your shares without attending the Lawson special meeting. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the instructions from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Lawson common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on the TestEquity Transactions Proposal, the Gexpro Services Transactions Proposal, the Transaction-Related Compensation Proposal or the Adjournment Proposal (see the section entitled “The Lawson Special Meeting—Quorum; Abstentions and Broker Non-Votes”).

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If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a stockholder of record) and want to attend and vote at the Lawson special meeting via the Lawson special meeting website, you will need to register in advance. To register, you must submit proof of your proxy power (legal proxy) reflecting your holdings of Lawson common stock along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern time on                , 2022 (two business days prior to the Lawson special meeting). You will receive a confirmation email from Computershare of your registration after Computershare receives your registration materials. Requests for registration by “street name” stockholders should be directed to Computershare via email at legalproxy@computershare.com, or via mail to Computershare, Lawson Products, Inc. Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001.

Even if you plan to virtually attend the Lawson special meeting, Lawson encourages you to vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Lawson special meeting.

Adjournment

If a quorum is not present through attendance in person (including virtually via the Lawson special meeting website) or by proxy at the Lawson special meeting, the Lawson stockholders entitled to vote at the Lawson special meeting, present in person (including virtually via the Lawson special meeting website) or by proxy, will have the power to adjourn the Lawson special meeting from time to time, without notice other than announcement at the meeting of the place, date and hour of the adjourned meeting, until a quorum is present or represented. If a quorum is present at the Lawson special meeting but either (1) there are insufficient votes at the time of the Lawson special meeting to approve the TestEquity Transactions Proposal and/or the Gexpro Services Transactions Proposal or (2) additional time is needed to ensure that any supplement or amendment to this proxy statement is timely provided to Lawson stockholders, then Lawson stockholders may also be asked to vote on the Adjournment Proposal. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each Lawson stockholder of record entitled to vote at the Lawson special meeting. If the Lawson special meeting is adjourned, Lawson stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the Lawson special meeting, any business may be transacted as might have been transacted at the original meeting and all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Lawson special meeting, except for any proxies that have been validly revoked prior to the time the proxy is voted at the reconvened meeting.

Revocability of Proxies

If you are a Lawson stockholder of record, you can change your vote or revoke your proxy at any time before your proxy is exercised at the Lawson special meeting by taking any of the following actions:

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If your shares are held in “street name” and you previously provided voting instructions to your bank, broker or other nominee, you may revoke or change any prior voting instructions by following the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. If your shares are held in “street name,” you may also change your vote by attending the Lawson special meeting and voting your shares at the Lawson special meeting via the Lawson special meeting website. However, if your shares are held in “street name” and you want to attend and vote at the Lawson special meeting via the Lawson special meeting website, you will need to register in advance and provide a “legal proxy” from your broker, bank or other nominee as described above in the section entitled “—Methods of Voting—Street Name Stockholders.”

Proxy Solicitation Costs

The enclosed proxy card is being solicited by Lawson and the Lawson board of directors. In addition to solicitation by mail, Lawson’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

Lawson has retained Morrow Sodali LLC to assist in the solicitation process. Lawson estimates that it will pay Morrow Sodali LLC a fee of approximately $10,000, as well as reasonable and customary documented expenses.

Lawson will ask banks, brokers and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Lawson common stock held of record by such nominee holders. Lawson will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Tabulation of Votes

Lawson will appoint an independent inspector of elections to tabulate the votes cast at the Lawson special meeting.

Other Information

The matters to be considered at the Lawson special meeting are of great importance to the Lawson stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this proxy statement and submit your proxy over the Internet, by telephone or completing, dating, signing and promptly returning the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy over the Internet or by telephone, you do not need to return the enclosed proxy card by mail.

Representatives of BDO USA, LLP, Grant Thornton, LLP or RSM US LLP are not expected to be present at the Lawson special meeting, will not have an opportunity to make a statement and will not be available to respond to questions at the Lawson special meeting.

Important Notice Regarding the Availability of Proxy Materials for the Lawson Special Meeting to be Held on [    ]

A copy of this proxy statement is available, without charge, by written request to Lawson (Attention: Corporate Secretary) or the proxy solicitor at the address listed in the section entitled “Where You Can Find More Information,” or from the SEC website at www.sec.gov.

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Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy requirements for proxy statement with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Lawson and some brokers may “household” proxy materials, delivering a dingle proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from Lawson or your broker that Lawson or your broker will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account, or Lawson if you hold shares directly in your name. Written requests should be made to Lawson Products, Inc., 8770 W. Bryn Mawr Avenue, Suite 900, Chicago, Illinois 60631, Attention: Corporate Secretary, and oral requests may be made by calling Lawson’s Corporate Secretary at (773) 304-5050.

Vote of Lawson’s Directors and Executive Officers

As of                , 2022, Lawson directors, executive officers, and their respective affiliates, as a group, beneficially held and were entitled to vote                shares of Lawson common stock, representing     % of the voting power of Lawson common stock.

Lawson currently expects that all of its directors and executive officers will vote their shares “FOR” the TestEquity Transactions Proposal, “FOR” the Gexpro Services Transactions Proposal, “FOR” the Transaction-Related Compensation Proposal and “FOR” the Adjournment Proposal, although none of the Lawson directors or officers has entered into any agreement to do so (except that LKCM has entered into the Voting Agreement with Lawson).

Results of the Lawson Special Meeting

Within four business days following the Lawson special meeting, Lawson intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business day period, Lawson intends to report the preliminary voting results on a Current Report on Form 8-K at that time and file an amendment to the Current Report on Form 8-K to report the final voting results within four days after the date that the final results are certified.

Assistance

If you have any questions concerning the Lawson special meeting or this proxy statement, if you would like additional copies of this proxy statement or if you have questions about how to vote or direct a vote in respect of your shares of Lawson common stock, please contact Lawson’s proxy solicitor:

Morrow Sodali LLC

Collect: (203) 658-9400

Toll-Free: (800) 662-5200

Email: LAWS@investor.morrowsodali.com

LAWSON STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING EACH OF THE LAWSON PROPOSALS.

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THE TRANSACTIONS

Overview of the Transactions

On December 29, 2021, Lawson, TestEquity, Gexpro Services and certain of their respective affiliates entered into the Merger Agreements in respect of the proposed combinations of TestEquity and Gexpro Services with Lawson. The Merger Agreements provide for (a) the merger, pursuant to the TestEquity Merger Agreement, of Merger Sub 1 with and into TestEquity, with TestEquity surviving as a wholly-owned subsidiary of Lawson and (b) the merger, pursuant to the Gexpro Services Merger Agreement, of Merger Sub 2 with and into Gexpro Services, with Gexpro Services surviving as a wholly-owned subsidiary of Lawson. Each Merger is intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Lawson expects that the Mergers, if completed, will be consummated substantially concurrently.

In consideration for the Mergers, Lawson has agreed to issue up to an aggregate of 12,000,000 shares of Lawson common stock as follows:

Entities affiliated with LKCM and J. Bryan King (the Chairman of the Lawson board of directors), including private investment partnerships for which LKCM serves as investment manager, beneficially own approximately 82% of the ownership interests in the TestEquity Equityholder (which in turn will own all of the outstanding equity interests of TestEquity upon completion of the Pre-Closing TestEquity Reorganization and will be entitled to receive all of the shares of Lawson common stock issued by Lawson as consideration in the TestEquity Merger). Entities affiliated with LKCM and Mr. King, including private investment partnerships for which LKCM serves as investment manager, beneficially own approximately 79% of the ownership interests in the Gexpro Services Stockholder (which in turn owns all of the outstanding stock of Gexpro Services and will be entitled to receive all of the shares of Lawson common stock issued by Lawson as consideration in the Gexpro Services Merger).

The TestEquity Merger Agreement contemplates that various of the parties thereto will enter into and/or deliver in connection with the TestEquity Merger various related agreements, which are described in greater detail elsewhere in this proxy statement. These related agreements are the Registration Rights Agreement (which will give the TestEquity Equityholder and the Gexpro Services Stockholder certain registration rights with respect to the shares they will receive in the Mergers), the TestEquity Release (pursuant to which TestEquity will release certain liabilities and claims) and the TestEquity Equityholder Release (pursuant to which the TestEquity Equityholder will release certain liabilities and claims).

The Gexpro Services Merger Agreement contemplates that various of the parties thereto will enter into and/or deliver in connection with the Gexpro Services Merger various related agreements, which are described in

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greater detail elsewhere in this proxy statement. These related agreements are the Registration Rights Agreement (which will give the TestEquity Equityholder and the Gexpro Services Stockholder certain registration rights with respect to the shares they will receive in the Mergers), the Gexpro Services Release (pursuant to which Gexpro Services will release certain liabilities and claims) and the Gexpro Services Stockholder Release (pursuant to which the Gexpro Services Stockholder will release certain liabilities and claims).

On December 28, 2021, the last business day prior to the public announcement of the execution of the Merger Agreements, the closing price of Lawson common stock on NASDAQ was $48.39 per share. Based on such share price, the value attributable to the shares of Lawson common stock issuable and potentially issuable in the Mergers would have been as set forth in the following illustrative table:

On                , 2022, the latest practicable date before the date of this proxy statement, the closing price of Lawson common stock on NASDAQ was $                per share. Lawson stockholders are advised to obtain current market prices for Lawson common stock. Changes in the market price of Lawson common stock prior to the completion of the Mergers will affect the market value of the shares of Lawson common stock that will be issuable and potentially issuable as consideration in the Mergers.

Holdback Shares and Earnout

The TestEquity Merger Agreement provides that the TestEquity Equityholder’s right to receive a portion of the TestEquity Merger Consideration equal to the TE Holdback Shares (as defined in the section entitled “The TestEquity Merger Agreement— Holdback Shares and Earnout” and means 700,000 shares of Lawson common stock) shall be subject to the terms and conditions of the earnout provisions of the TestEquity Merger Agreement, which are summarized below. The Gexpro Services Merger Agreement provides that the Gexpro Services Stockholder’s right to receive a portion of the Gexpro Services Merger Consideration equal to the GS Holdback Shares (as defined in the section entitled “The Gexpro Services Merger Agreement—Holdback Shares and Earnout” and means 1,000,000 shares of Lawson common stock) shall be subject to the terms and conditions of the earnout provisions of the Gexpro Services Merger Agreement, which are summarized below. The TE Holdback Shares and the GS Holdback Shares shall be held by Lawson until released to the TestEquity Equityholder or Gexpro Services Stockholder, respectively, or forfeited in accordance with the terms of the TestEquity Merger Agreement and the Gexpro Services Merger Agreement, respectively.

The TestEquity Merger Agreement generally provides that the TE Holdback Shares shall first be eligible for release to the TestEquity Equityholder based on a formula dependent in part on the amount of TE Accretion (as defined in the section entitled “The TestEquity Merger Agreement—Holdback Shares and Earnout”) attributable to a specified potential TE Acquisition (as defined in the section entitled “The TestEquity Merger Agreement—

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Holdback Shares and Earnout”) if consummated during the period beginning after December 29, 2021 and ending ninety (90) days after the closing of the TestEquity Merger. The Gexpro Services Merger Agreement generally provides that the GS Holdback Shares shall first be eligible for release to the Gexpro Services Stockholder based on a formula dependent in part on the amount of GS Accretion (as defined in the section entitled “The Gexpro Services Merger Agreement—Holdback Shares and Earnout”) attributable to one or more of three specified potential GS Acquisitions (as defined in the section entitled “The Gexpro Services Merger Agreement—Holdback Shares and Earnout”) if consummated during the period beginning after December 29, 2021 and ending ninety (90) days after the closing of the Gexpro Services Merger. Entry into definitive agreements with respect to the TE Acquisition and/or any GS Acquisition shall be subject to approval thereof by a committee of the Lawson board of directors comprised solely of independent directors.

The TestEquity Merger Agreement provides that if, following the final determination of TE Holdback Shares to be released in accordance with the provisions summarized in the foregoing paragraph, there remain any TE Holdback Shares, then the amount of any such remaining TE Holdback Shares to be issued and delivered to the TestEquity Equityholder shall be determined using the TE Earnout Formula, which is generally based on, among other things, the TE EBITDA Delta (which means the increase, if any, in TE EBITDA for TestEquity’s 2022 fiscal year (calendar year 2022) over TE EBITDA for TestEquity’s 2021 fiscal year (calendar year 2021)) and Lawson’s Trading EBITDA Multiple as of December 31, 2022 (in each case, as such terms are defined in the section entitled “The TestEquity Merger Agreement—Holdback Shares and Earnout”). The Gexpro Services Merger Agreement provides that if, following the final determination of GS Holdback Shares to be released in accordance with the provisions summarized in the foregoing paragraph, there remain any GS Holdback Shares, then the amount of any such remaining GS Holdback Shares to be issued and delivered to the Gexpro Services Stockholder shall be determined using the GS Earnout Formula, which is generally based on, among other things, the GS EBITDA Delta (which means the increase, if any, in GS EBITDA for Gexpro Services’ 2022 fiscal year (calendar year 2022) over GS EBITDA for Gexpro Services’ 2021 fiscal year (calendar year 2021)) and Lawson’s Trading EBITDA Multiple as of December 31, 2022 (in each case, as such terms are defined in the section entitled “The Gexpro Services Merger Agreement—Holdback Shares and Earnout”).

Each of the Merger Agreements provides that Lawson and its affiliates (including, after the closing, TestEquity and Gexpro Services) are prohibited from taking actions (subject to certain limited exceptions) the sole intention and purpose of which is reducing the respective amount of TE Holdback Shares or GS Holdback Shares released. The TestEquity Merger Agreement also provides that all of the TE Holdback Shares shall be released to the TestEquity Equityholder upon the occurrence of a TE Transaction Event (as defined in the section entitled “The TestEquity Merger Agreement—Holdback Shares and Earnout”) or certain bankruptcy or insolvency events with respect to Lawson during the earnout period set forth in the TestEquity Merger Agreement. The Gexpro Services Merger Agreement also provides that all of the GS Holdback Shares shall be released to the Gexpro Services Stockholder upon the occurrence of a GS Transaction Event (as defined in the section entitled “The Gexpro Services Merger Agreement—Holdback Shares and Earnout”) or certain bankruptcy, insolvency or similar events with respect to Lawson during the earnout period set forth in the Gexpro Services Merger Agreement.

See the sections entitled “The TestEquity Merger Agreement—Holdback Shares and Earnout” and “The Gexpro Services Merger Agreement— Holdback Shares and Earnout” for more information.

Pre-Closing TestEquity Reorganization

The TestEquity Merger Agreement provides that, prior to the closing of the TestEquity Merger, various entities affiliated with TestEquity will complete the Pre-Closing TestEquity Reorganization. As of the date of signing of the TestEquity Merger Agreement, the TestEquity Equityholder owned all of the outstanding equity interests of TestEquity Investors, which in turn owned all of the outstanding equity interests of TestEquity Holdings, which in turn owned all of the outstanding equity interests of TestEquity.

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Other than the ownership of the equity interests described in the prior paragraph, neither TestEquity Investors nor TestEquity Holdings holds any significant assets. In addition, neither TestEquity Investors nor TestEquity Holdings has any significant liabilities.

In the Pre-Closing TestEquity Reorganization, among other things (i) TestEquity Holdings will contribute to TestEquity all of TestEquity Holdings’ assets and liabilities, and (ii) thereafter, TestEquity Investors will merge with and into TestEquity, with TestEquity surviving as a wholly-owned subsidiary of the TestEquity Equityholder. Upon the completion of the Pre-Closing TestEquity Reorganization, the TestEquity Equityholder will directly own all of the outstanding equity interests of TestEquity, and TestEquity will be the successor by merger to all of the assets and liabilities of TestEquity Investors.

Ownership of Lawson Following the Transactions

As of                , 2022, entities affiliated with LKCM and Mr. King beneficially owned in the aggregate approximately    % of the outstanding shares of Lawson common stock. After giving pro forma effect to the issuance of shares of Lawson common stock in connection with the Mergers, entities affiliated with LKCM and Mr. King (including the TestEquity Equityholder and the Gexpro Services Stockholder) will beneficially own in the aggregate (1) approximately 75% of the outstanding shares of Lawson common stock (assuming the issuance of only the minimum aggregate number of shares of Lawson common stock issuable in connection with the Mergers) and (2) approximately 77% of the outstanding shares of Lawson common stock (assuming the issuance of the maximum aggregate number of shares of Lawson common stock issuable in connection with the Mergers, including the full issuance of the maximum earnout shares potentially issuable).

Set forth below are diagrams that graphically illustrate, in simplified form, the existing corporate structure (after giving effect to the Pre-Closing TestEquity Reorganization) and the corporate structure immediately following the completion of the Transactions.

Prior to the Transactions (but after the Pre-Closing TestEquity Reorganization)

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After the Transactions

(assuming issuance of only the minimum number of shares issuable in connection with the Mergers)

After the Transactions

(assuming issuance of the maximum number of shares issuable in connection with the Mergers)

Background of the Transactions

The Lawson board of directors, in the ordinary course and consistent with its fiduciary duties and with frequent reports and other input from Lawson management, reviews, evaluates and oversees Lawson’s strategic direction, business and operations with a focus on generating long-term value for Lawson stockholders. In connection with such review, evaluation and oversight, the Lawson board of directors has also reviewed and assessed from time-to-time various potential strategic alternatives available to Lawson, including merger and acquisition transactions.

LKCM and its affiliates have been investors in Lawson for over eight years and hold a significant ownership interest in Lawson as discussed elsewhere in this proxy statement. LKCM principals and management and their affiliates regularly review strategic alternatives available to LKCM, its affiliates and their respective portfolio companies that meet the strategic and financial objectives of LKCM and its affiliates. J. Bryan King, a Principal of LKCM and Managing Partner of LKCM Headwater Investments (“Headwater”), the private-equity arm of LKCM, has served on the Lawson board of directors since 2017 and currently serves as Chairman of the Lawson

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board of directors. From time to time, LKCM and its affiliates have considered whether any of their portfolio companies would be strategic acquisition candidates for Lawson as part of their ongoing investment activities.

On March 10, 2021, the Lawson board of directors established by unanimous written consent the Special Committee, consisting of independent directors Andrew B. Albert, I. Steven Edelson and Lee S. Hillman, each of whom is unaffiliated with LKCM, TestEquity and Gexpro Services. Pursuant to the unanimous written consent, the Special Committee was delegated all of the power and authority of the Lawson board of directors, to the fullest extent permitted by law and the Lawson Bylaws, with respect to any review, consideration, deliberation, examination, investigation, analysis, assessment, evaluation, response and/or negotiation on behalf of Lawson of the acquisition of Gexpro Services and the amount and form of consideration for such acquisition, including related financing with respect thereto and any applicable refinancing of indebtedness of Lawson and Gexpro Services (which are referred to as the “Delegated Transactions”). The Special Committee’s power and authority included the power and authority on behalf of Lawson to (i) oversee and manage the process associated with Lawson’s evaluation and consideration of the Delegated Transactions, (ii) approve and make a recommendation to the Lawson board of directors with respect to the Delegated Transactions and (iii) determine any other necessary or advisable action of Lawson in furtherance of any of the foregoing. The unanimous written consent also provided that the Delegated Transactions shall not be approved by the Lawson board of directors without the prior approval of the Special Committee, and gave the Special Committee the authority to select, retain and terminate in its sole discretion legal counsel and financial and other advisors as the Special Committee determined to be advisable.

On April 6, 2021, and April 8, 2021, Mr. Hillman and representatives of Cowen held discussions regarding Cowen’s qualifications to potentially serve as financial advisor to the Special Committee in connection with a potential strategic business combination transaction between Lawson and affiliates of LKCM.

On April 16, 2021, the Special Committee held a meeting via teleconference. At this meeting, the Special Committee discussed the possibility that Lawson may seek to acquire one or more portfolio companies of LKCM and its affiliates and discussed the possibility of retaining Cowen to act as financial advisor to the Special Committee in connection with the potential transaction.

On May 16, 2021, Mr. King, on behalf of Headwater, sent a letter to Mr. Hillman expressing Headwater’s interest in pursuing a combination of Lawson with two distribution companies owned by Headwater and its affiliates, with Headwater and its affiliates receiving shares of Lawson common stock in exchange for the contribution of the two companies. Among other things, the letter indicated Mr. King’s belief that a combination of the three companies would help drive more transformational value creation for Lawson stockholders through the combination of Lawson’s and the contributed companies’ complementary distribution businesses. Mr. King informed Mr. Hillman that TestEquity and Gexpro Services were the two companies referred to in this May 16, 2021, letter.

On May 17, 2021, LKCM, Mr. King and various other affiliates of LKCM filed with the SEC an Amendment No. 21 to Schedule 13D reporting, among other things, that on May 16, 2021, Mr. King had submitted a proposal to the Lawson board of directors regarding a potential business combination transaction with certain portfolio companies of Headwater and its affiliates. A copy of the May 16, 2021, letter was attached as an exhibit to such Amendment No. 21 to Schedule 13D.

On May 18, 2021, the Special Committee held a meeting via teleconference. Representatives from Lawson management, Jenner & Block LLP (“Jenner”) and Cowen, and Neil Jenkins also attended the meeting. Mr. Jenkins (the “Consultant”) was the Executive Vice President, General Counsel and Secretary of Lawson until his retirement on March 31, 2021. Pursuant to a retirement and consulting agreement dated as of March 2, 2021, Mr. Jenkins provides consulting and advisory services to Lawson and was asked by the Special Committee to providing consulting service to it in connection with their consideration of the potential transactions contemplated by the May 16, 2021 letter submitted by Mr. King. At this meeting, the Special Committee

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discussed Jenner’s qualifications to serve as counsel to the Special Committee, and whether Jenner might represent the Special Committee in connection with the potential transactions. After such discussions, the Special Committee retained Jenner to represent it. The Special Committee also discussed the May 16, 2021, letter sent by Mr. King on behalf of Headwater. The Special Committee also discussed LKCM’s and its affiliates’ experience with distribution businesses, the market position of Lawson and the possible benefits to Lawson of a larger and more diversified business platform. Representatives from Jenner reviewed with the Special Committee certain legal considerations in connection with the potential transactions, including the Special Committee’s fiduciary duties under applicable law in the context of a transaction with a major stockholder and potential structural alternatives for the consideration and approval of such a transaction.

On May 19, 2021, the Lawson board of directors, acting by unanimous written consent, resolved that TestEquity would be included in the Delegated Transactions (as defined above) in addition to Gexpro Services and that, except as so modified, the March 10, 2021, original unanimous written consent of the Lawson board of directors and all delegations to and rights of the Special Committee contained therein were confirmed in all respects.

On May 27, 2021, Mr. King, on behalf of Headwater, sent a second letter to the Special Committee that included materials describing a proposed combination of Lawson with TestEquity and Gexpro Services, with Headwater and its affiliates receiving shares of Lawson common stock in exchange for the contribution of the equity of TestEquity and Gexpro Services. The letter indicated that the proposed transactions would be conditioned on (i) the approval of the Special Committee and (ii) the affirmative vote of a majority of the total voting power of the shares of Lawson common stock held by stockholders of Lawson that are not affiliated with LKCM present in person or represented by proxy at a meeting of holders of Lawson common stock, where a majority of the outstanding shares of Lawson common stock held by stockholders of Lawson that are not affiliated with LKCM are present in person or by proxy at such meeting, and that such conditions were not, and would not be, waivable. Following delivery of this letter, TestEquity and Gexpro Services management began populating a virtual data room to enable Lawson representatives to conduct preliminary structuring, financial and operational due diligence regarding the potential transactions.

On May 31, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and the Consultant also attended the meeting. At this meeting, the Special Committee discussed the proposed terms of the potential engagement of Cowen by the Special Committee as its financial advisor with respect to the potential transactions, and the scope of Cowen’s anticipated financial advisory services. The Special Committee determined to engage Cowen as the Special Committee’s independent financial advisor in connection with its evaluation of the potential transactions based on, among other things, Cowen’s reputation and experience, and thereafter engaged Cowen as the Special Committee’s financial advisor. In connection with such engagement, Cowen provided information regarding its material relationships with LKCM and certain of its affiliates during the preceding two-year period, which the Special Committee determined would not adversely impact the ability of Cowen to provide impartial financial advice in connection with the potential transactions.

On June 2, 2021, the Special Committee held a meeting via videoconference. Representatives from Jenner and Cowen also attended the meeting. Mr. Hillman provided additional background regarding the proposed transactions and the proposed transaction counterparties. The Special Committee also discussed with its advisors the Headwater proposal regarding the potential transactions, including the key terms outlined in the proposal and various underlying assumptions. The Special Committee then determined to further evaluate TestEquity and Gexpro Services by, among other things, (i) engaging in legal, financial and other due diligence activities, including the preparation and submission of diligence request lists, (ii) engaging other third parties advisors as advisable, including for the purpose of conducting quality of earnings analyses on the targets, and (iii) engaging with Lawson management to prepare management presentations regarding the potential transactions. Cowen then previewed for the Special Committee the general framework for the financial analyses that Cowen expected to undertake to assist the Special Committee in its evaluation of the potential transactions from a financial point of view. Following the meeting, Jenner submitted a legal due diligence request list to Mayer Brown LLP (“Mayer”), legal counsel to LKCM and its affiliates.

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On June 4, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant, also attended the meeting. At this meeting, the Special Committee and other attendees engaged in a discussion regarding Lawson’s business and operations.

On June 15, 2021 and June 22, 2021, at the request of the Special Committee, representatives of Cowen held teleconferences with representatives of Piper Sandler & Co. (“Piper”), financial advisor to each of TestEquity and Gexpro Services, to discuss various process matters in connection with the potential transactions, including due diligence matters.

On June 24, 2021, representatives of Lawson management made a presentation to representatives of Piper and Cowen regarding Lawson’s business, operations, financial results, and financial condition.

On June 25, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant, also attended the meeting. At this meeting, the Special Committee discussed the June 24, 2021 presentation made by Lawson management to Piper and Cowen. The Special Committee and other attendees also discussed other matters relating to the potential transactions, including due diligence matters.

On June 29, 2021, members of the Special Committee met with TestEquity management to discuss the potential transaction involving TestEquity and certain financial, technical, and operational due diligence items in connection with that potential transaction.

On June 30, 2021, representatives of TestEquity management and Gexpro Services management made presentations to members of Lawson management and a director of Lawson and representatives of Cowen and Piper regarding TestEquity’s and Gexpro Services’ respective businesses operations, financial results, and financial condition. Later that evening, various of the attendees from the day’s meeting continued their discussions at a dinner event.

On July 2, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant, also attended the meeting. At this meeting, Cowen updated the Special Committee on the TestEquity and Gexpro Services management presentations and related meetings held on June 30, 2021. The Special Committee also discussed ongoing due diligence activities. Later that same day, at the request of the Special Committee, representatives of Cowen held a teleconference with representatives of Piper to discuss various process matters in connection with the potential transactions.

On July 9, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant, also attended the meeting. At this meeting, the Special Committee discussed the potential transactions and various due diligence matters, financial statement presentation considerations and updates. The Special Committee also discussed other accounting and financing matters related to the potential transactions. In particular, the Special Committee discussed the need for certain audited financial statements of Gexpro Services that were not available, and the need for certain financial statements to be included in a proxy statement that would need to be filed with the SEC if a transaction with Gexpro Services were to take place. Mr. Knutson also provided a report regarding his initial discussions with various lenders in respect of potential new financing arrangements for the combined company in connection with the proposed transactions.

On July 16, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant, also attended the meeting. At this meeting, the Special Committee and other attendees discussed various matters regarding the potential transactions.

On July 19, 2021, representatives of the Special Committee, Jenner, LKCM and Mayer had a discussion regarding accounting matters in connection with the potential transactions. In particular, the parties discussed the

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desirability of seeking a waiver from the SEC in respect of the presentation of certain Gexpro Services financial statements in a proxy statement that would have to be delivered to Lawson stockholders to seek approval of the potential transactions, in the event a definitive agreement was entered into with respect to the potential transaction with Gexpro Services.

On July 21, 2021, Mayer delivered draft Merger Agreements for the potential Gexpro Services and TestEquity transactions to Jenner. The draft Merger Agreements contemplated, among other things, (i) that legal counsel to both parties would first negotiate a merger agreement for one of the potential Mergers and once that was substantially finalized, negotiate the other merger agreement; (ii) two reverse subsidiary mergers with Gexpro Services and TestEquity surviving the transactions as wholly owned subsidiaries of Lawson; (iii) representations and warranties and interim operating covenants binding on each of Lawson, Gexpro Services and TestEquity generally customary for a transaction of this nature (including, with respect to Lawson, where the target’s stockholders receive the acquiror’s common stock); (iv) a provision that would allow each of the Lawson board of directors and the Special Committee, under certain limited circumstances, to change its recommendation to stockholders in the event of an intervening event; (v) that the closing of each of the Mergers was cross-conditional on the closing of the other, and that the termination of one Merger Agreement would result in the termination of the other Merger Agreement; (vi) a termination fee in the amount of $10 million payable by Lawson in the event that the Gexpro Services Merger Agreement was terminated by the LKCM affiliate as a result of a change in the Lawson board of directors’ or Special Committee’s recommendation in favor of the Gexpro Services merger or a termination of the TestEquity Merger Agreement under similar circumstances, with a similar termination fee for the termination of the TestEquity Merger Agreement in similar circumstances to be discussed; (vii) the execution of a registration rights agreement in favor of the LKCM affiliate acquiring Lawson common stock in the transaction; and (viii) certain adjustments to the merger consideration to be received by the Gexpro Services equity holder and the TestEquity equity holder in respect of cash, tax assets, unpaid transaction expenses and assumed indebtedness of Gexpro Services and TestEquity, respectively, at the closing of the contemplated Mergers.

On July 23, 2021, and July 30, 2021, the Special Committee held meetings via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and Robert Zamarripa, who was retained to act as a strategic advisor to the Special Committee (the “Strategic Advisor”), also attended the meetings. At these meetings, the Special Committee and other attendees discussed the status of the potential transactions and various due diligence updates.

On July 29, 2021, representatives of TestEquity management met with members of the Special Committee in person and via teleconference regarding TestEquity’s business, operations, financial results, and financial condition. Following this meeting, representatives of Gexpro Services management met with members of the Special Committee in person and via teleconference regarding Gexpro Services’ business, operations, financial results, and financial condition.

On August 1, 2021, at the direction of the Special Committee, representatives of Cowen held a teleconference with representatives of TestEquity management and Piper to discuss certain preliminary financial information for TestEquity that had been provided by TestEquity.

On August 2, 2021, at the direction of the Special Committee, representatives of Cowen held a teleconference with representatives of Gexpro Services management and Piper to discuss certain preliminary financial information for Gexpro Services that had been provided by Gexpro Services, including potential synergies from a combination of the three companies.

On August 5, 2021, Lawson submitted to the SEC a waiver request in respect of the presentation of certain Gexpro Services financial statements in a proxy statement to be delivered to Lawson stockholders seeking approval of the potential transactions, in the event definitive agreements were entered into with respect to the potential transactions.

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On August 6, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, the Special Committee and other attendees discussed the status of the potential transactions and various due diligence updates.

On August 11, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, Cowen reviewed with the Special Committee certain preliminary information regarding the potential transactions. The Special Committee also discussed anticipated communications with LKCM and its advisors.

On August 13, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, Lawson management provided an update on the status of the SEC waiver request. After members of Lawson management were excused from the meeting, the Special Committee discussed preliminary financial information for Lawson that previously had been provided to Cowen and the potential achievability thereof. In addition, the Special Committee noted that the information about Lawson included a potential acquisition of an unrelated third party. The Special Committee indicated that it would request Lawson management to conduct an additional review of such preliminary financial information and requested that Cowen consult further with representatives of Lawson management regarding the Lawson preliminary financial information and provide the Special Committee with updated preliminary financial information regarding the potential transactions based on such discussions.

On August 17, 2021, the Special Committee held a meeting via videoconference. Representatives from Jenner and Cowen, the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, Cowen reviewed with the Special Committee updated preliminary financial information regarding the potential transactions based on Cowen’s additional discussions with, and updated preliminary financial information provided by, representatives of Lawson management, including the potential pro forma ownership of the combined company by legacy Lawson stockholders, on the one hand, and the LKCM affiliate stockholders of TestEquity and Gexpro Services, on the other hand, based on such financial information. The Special Committee discussed the possibility of presenting a counterproposal to Headwater, as well as plans for further communications with LKCM and its advisors.

Later on August 17, 2021, Mr. Hillman and representatives of Cowen held a discussion with representatives of LKCM and its affiliates and Piper regarding Headwater’s proposal. Mr. Hillman relayed to LKCM and its affiliates and Piper the view that, based on the Special Committee’s evaluation, the pro forma ownership of the combined company by legacy Lawson stockholders immediately following the completion of the potential transactions should be slightly above 50%.

On August 20, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, the Special Committee and other attendees discussed the recent communications with LKCM and its affiliates and Piper, and the potential impact on the relative valuations of Lawson, TestEquity and Gexpro Services of various other potential business acquisitions under consideration by TestEquity and Gexpro Services. The Special Committee and its advisors also discussed the draft Merger Agreements provided by Mayer in respect of the proposed Gexpro Services and TestEquity transactions, including the proposed transaction structure and LKCM’s and its affiliates’ proposed adjustment mechanism to the equity valuation for tax attributes or assets of TestEquity and Gexpro Services. Lawson management also reported on the status of the SEC waiver request and conversations between representatives of Lawson management and the SEC related to the financial statements of Gexpro Services.

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On August 26, 2021, Mr. Hillman and representatives of Cowen met via videoconference with representatives of LKCM and its affiliates and Piper to discuss preliminary financial information regarding Lawson, TestEquity and Gexpro Services.

On August 27, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, the participants discussed the draft Gexpro Services Merger Agreement provided by Mayer, the status of discussions with lenders for potential new debt financing for the combined company and various due diligence updates, including legal, tax and accounting diligence matters. After members of Lawson management were excused from the meeting, Cowen then updated the Special Committee regarding feedback from representatives of Piper on the Special Committee’s counterproposal. The Special Committee engaged in a detailed discussion regarding the Piper feedback and possible responses. In particular, the Special Committee discussed the possibility of using a fixed share exchange approach to the merger consideration.

Later in the day on August 27, 2021, representatives from Jenner held a telephone conference with representatives from Mayer to discuss the draft Gexpro Services Merger Agreement, including potential use of a fixed share exchange approach to the merger consideration.

On August 31, 2021, Mr. Knutson held a telephone conference with representatives from the SEC regarding Lawson’s waiver request in respect of the presentation of certain Gexpro Services financial statements a proxy statement for the proposed transactions.

Later in the day on August 31, 2021, Mr. Hillman and representatives from Lawson management, E&Y LLP, in their capacity as an accounting advisor to Lawson, and Jenner had a discussion with representatives of Gexpro to provide an update as to the status of Lawson’s waiver request to the SEC.

On September 2, 2021, representatives from Jenner delivered a revised draft Merger Agreement for the potential Gexpro Services transaction to representatives from Mayer. The revised draft Merger Agreement contemplated, among other things, (i) the addition of certain restrictions on the conduct of Gexpro Services’ business prior to closing of the potential transactions, (ii) a termination fee in the amount of $2.5 million payable by Lawson in the event that the Gexpro Services Merger Agreement was terminated by the LKCM affiliate as a result of a change in the Lawson board of directors’ or Special Committee’s recommendation in favor of the Gexpro Services merger or a termination of the TestEquity Merger Agreement under similar circumstances; and (iii) payment of a fixed number of shares of Lawson common stock in exchange for all of the issued and outstanding equity of Gexpro Services (without adjustments to the merger consideration to be received by the Gexpro Services Stockholder in respect of cash, tax assets, unpaid transaction expenses and assumed indebtedness of Gexpro Services at the closing of the contemplated merger). There was a general discussion that similar terms would apply to the draft of the TestEquity Merger Agreement.

On September 3, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, the participants discussed the status of the ongoing discussions between Mr. Knutson and the SEC and the status of various due diligence activities. After members of Lawson management were excused from the meeting, the Special Committee then discussed recent developments in Lawson’s business and financial performance. The Special Committee also discussed with its advisors the timing of a potential counterproposal to LKCM and its affiliates reflecting a pro forma ownership of the combined company by legacy Lawson stockholders immediately following the completion of the potential transactions of approximately 48%.

Later in the day on September 3, 2021, Mr. Hillman and representatives of Cowen met with representatives of LKCM and its affiliates and Piper and relayed that, based on the Special Committee’s preliminary evaluation,

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a pro forma ownership of the combined company by legacy Lawson stockholders immediately following the completion of the potential transactions at approximately 48% would be considered.

On September 8, 2021, members of the Special Committee and representatives of Lawson management, LKCM and its affiliates, Jenner, Mayer, Cowen and Piper held a teleconference during which the participants discussed the Gexpro Services financial statement presentation requirements in respect of the proxy statement for the potential transactions based on discussions with the SEC. Among other things, the audited Gexpro Services financial statements for the nine-month period ending September 25, 2021, would have to be included. The impact of this requirement in the overall expected timing of the transaction was also discussed.

Following this meeting, later in the day on September 8, 2021, Lawson submitted to the SEC a supplemental waiver request to its original August 5, 2021, waiver request. The supplemental waiver request proposed (i) the inclusion of audited financial statements of Gexpro Services for the nine-month period ended September 25, 2021 to satisfy the latest year of audited financial statements, (ii) the substitution of abbreviated financial statements of Gexpro Services for the period of January 1, 2020 to February 23, 2020 for full financial statements of Gexpro Services for that period, and (iii) the exclusion of financial statements of Gexpro Services for periods prior to January 1, 2020.

On September 10, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, representatives of Lawson management reported on the status of the SEC waiver request and ongoing discussions with banking institutions regarding new debt financing for the combined company in connection with the potential transactions. After members of Lawson management were excused from the meeting, the Special Committee and its advisors discussed LKCM’s and its affiliates’ revised proposal for an approximately 47.5% pro forma ownership of the combined company by legacy Lawson stockholders.

On September 16, 2021, Jenner provided an initial draft of a registration rights agreement to Mayer, pursuant to which Lawson would provide the LKCM affiliates receiving Lawson common stock in the potential transactions with registration rights in respect of such shares of Lawson common stock.

On September 17, 2021, Mr. Knutson received a response letter from the SEC granting the waivers requested in Lawson’s September 8, 2021, supplemental waiver request.

On September 24, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, participants discussed the ongoing discussions with banking institutions regarding new debt financing for the combined company in connection with the potential transactions and ongoing diligence efforts regarding TestEquity and Gexpro Services, including as to tax matters and potential acquisitions of additional businesses by TestEquity and Gexpro Services.

On October 1, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, participants discussed, among other things, due diligence matters and the anticipated timeline for pending and potential additional acquisitions of businesses by TestEquity and Gexpro Services.

Also on October 1, 2021, representatives from Mayer delivered a revised draft Merger Agreement for the potential Gexpro Services transaction to representatives from Jenner. The revised draft Merger Agreement contemplated, among other things, a termination fee in the amount of $7.5 million payable by Lawson in the event that the Gexpro Services Merger Agreement is terminated by the LKCM affiliate as a result of a change in the Lawson board of directors’ or Special Committee’s recommendation in favor of the Gexpro Services merger or a termination of the TestEquity Merger Agreement under similar circumstances.

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On October 7, 2021, representatives of Mayer sent a revised draft of the registration rights agreement to representatives of Jenner.

On October 8, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, Mr. Hillman led a discussion regarding the recent financial performances of Lawson, TestEquity and Gexpro Services, noting that the differences in each company’s financial results and prospects relative to those provided in connection with the preliminary financial information considered for purposes of the prior purchase price negotiations would require an update of all financial information and a reconsideration of the relative valuations of the three companies and pro forma share ownership of the combined company. Mr. Hillman also provided an update, based on his discussions with LKCM and its affiliates, on various proposed acquisition transactions under consideration by TestEquity. The Special Committee also discussed recent events in connection with Lawson’s consideration of a potential acquisition opportunity. Thereafter, representatives of Jenner provided an update regarding the draft Gexpro Services Merger Agreement under negotiation, and Mr. Knutson provided an update regarding discussions with potential lenders about new debt financing for the combined company in connection with the proposed transactions.

On October 12, 2021, Mr. Hillman met with representatives of LKCM and its affiliates to discuss the results of each of Lawson, TestEquity and Gexpro Services for the third quarter of 2021, and the ongoing preparation by each of Lawson, TestEquity and Gexpro Services management of updated financial information reflecting the results of the third quarter of 2021. Mr. Hillman and the representatives of LKCM and its affiliates also discussed the status of certain proposed acquisitions by TestEquity and Gexpro Services, and the possibility of providing that a certain amount of merger consideration be made contingent on closing of such acquisitions prior to or after the closing of Lawson’s potential business combinations with TestEquity and Gexpro Services.

On October 15, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, Mr. Hillman described his October 12, 2021, discussions with representatives of LKCM and its affiliates, including the potential for adjusting the structuring of the merger consideration based on the status of TestEquity’s acquisition activity. Mr. Hillman also led a discussion regarding the anticipated timing for the parties’ preparation of updated financial information as previously noted at the Special Committee’s October 8, 2021, meeting.

On October 22, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, the participants discussed various process and timing matters relating to the proposed transactions. Representatives of Jenner provided an update regarding the revised draft of the Gexpro Services Merger Agreement, and also presented a summary of certain key findings arising from its legal due diligence investigation of TestEquity and Gexpro Services.

Also on October 22, 2021, representatives from Jenner delivered a revised draft of the Gexpro Services Merger Agreement to representatives from Mayer. The revised draft merger agreement provided for, among other things, a placeholder for a termination fee payable by Lawson in the event that the Gexpro Services Merger Agreement is terminated by the LKCM affiliate as a result of a change in the Lawson board of directors’ or Special Committee’s recommendation in favor of the merger or a termination of the TestEquity Merger Agreement under similar circumstances. Representatives from Jenner also delivered a draft of the Voting Agreement to representatives from Mayer.

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On October 26, 2021, representatives from Jenner and Mayer discussed the draft Gexpro Services Merger Agreement and the draft TestEquity Merger Agreement.

On October 29, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, participants discussed potential TestEquity acquisition targets and recent communications with LKCM and its affiliates regarding the acquisition activities of TestEquity and Gexpro Services. Representatives of Jenner also provided an update regarding matters relating to the revised draft Gexpro Services Merger Agreement, and Lawson management provided an update regarding ongoing discussions with banking institutions regarding new debt financing for the combined company in connection with the potential transactions.

On November 5, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, the Special Committee discussed Lawson’s acquisition activities and recent communications from LKCM and its affiliates regarding TestEquity’s and Gexpro Services’ acquisition activities.

During the week of November 8, 2021, Lawson management communicated to the owners of the business that Lawson had been contemplating acquiring that Lawson was no longer interested in pursuing such potential acquisition in light of various finding by Lawson in connection with its due diligence review of this potential acquisition target.

On November 12, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, the Special Committee and other participants discussed various transaction process matters, as well as feedback from LKCM and its affiliates on the status of various potential acquisition transactions under consideration by Gexpro Services. Lawson management also provided an update regarding ongoing discussions with banking institutions regarding new debt financing for the combined company in connection with the potential transactions.

Later on November 12, 2021, representatives of LKCM and its affiliates delivered to representatives of Lawson updated financial information for Gexpro Services.

On November 19, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, the Special Committee and other participants discussed the updated financial information received from Gexpro Services, the anticipated receipt of updated financial information from TestEquity and various transaction process matters, including Gexpro Services’ continued discussions with additional potential acquisition targets.

On December 3, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee, also attended the meeting. At this meeting, the Special Committee discussed various matters related to the accounting treatment of the proposed transactions, and Mr. Hillman’s and Lawson management’s ongoing discussions with Lawson’s independent accounting firm and LKCM concerning such matters.

On December 8, 2021, Mr. Hillman and Brad Wallace, a Partner at Headwater, had a telephone conversation regarding the proposed transactions during which they discussed the possibility that a portion of the consideration to be paid by Lawson in connection with its business combinations with TestEquity and Gexpro Services would be structured as an earnout based on the performance of TestEquity and/or Gexpro Services and/or their completion of acquisitions of certain additional businesses that had been identified and discussed with the Special Committee.

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Later on December 8, 2021, Mr. Wallace, on behalf of LKCM and its affiliates, delivered via email to the Special Committee a proposal for an allocation of ownership of the combined company of 44.0% by legacy Lawson stockholders, 18.9% by the LKCM affiliate stockholder of TestEquity and 37.1% by the LKCM affiliate stockholder of Gexpro Services, based on LKCM’s and its affiliates’ computations of the relative implied equity values of the three companies based in part on multiples of estimated 2021 EBITDA of 13.17x for Lawson, 12.00x for TestEquity and 13.17x for Gexpro Services. In particular, Mr. Wallace noted that the forecast for Lawson had softened as compared to the forecast from the previous discussion and that Lawson no longer was in discussions to acquire the business that was previously identified.

Thereafter, on December 8, 2021, Mr. Hillman and Mr. Wallace discussed LKCM’s and its affiliates’ proposal from earlier that day, including the multiples used by LKCM and its affiliates’ in their valuation and the fact that LKCM’s and its affiliates’ estimated 2021 EBITDA of TestEquity included two acquisitions under consideration by TestEquity.

Later in the day on December 8, 2021, Mr. Wallace, on behalf of LKCM and its affiliates, emailed to Mr. Hillman a revised proposal for an allocation of ownership of the combined company of 45.6% by legacy Lawson stockholders, 15.8% by the LKCM affiliate stockholder of TestEquity and 38.6% by the LKCM affiliate stockholder of Gexpro Services, based on LKCM’s and its affiliates’ computations of the relative implied equity values of the three companies based in part on a multiple of estimated 2021 EBITDA of 13.17x for each of Lawson, TestEquity and Gexpro Services, with such multiple in respect of TestEquity being applied to an estimated 2021 EBITDA for TestEquity that did not include the two acquisitions then under consideration by TestEquity. Mr. Wallace also proposed that, as a compromise for the TestEquity stockholder receiving less share consideration at closing, there would be a post-closing earnout whereby up to 700,000 additional shares of Lawson common stock would be issued to TestEquity’s stockholder based on TestEquity’s completion of board-approved acquisitions after the signing of a definitive agreement for Lawson’s purchase of TestEquity and before the one-year anniversary of the closing of Lawson’s business combination with TestEquity. LKCM’s and its affiliates’ proposed earnout would require, for each completed acquisition, the issuance of a number of additional shares of Lawson common stock based on a formula for the implied valuation of the acquisition as if it had occurred at the time of the closing of Lawson’s business combination with TestEquity, with the maximum total earnout shares capped at 700,000.

On December 9, 2021, representatives of LKCM and its affiliates delivered to representatives of Lawson updated financial information for TestEquity.

Also on December 9, 2021, Mr. Hillman and Mr. Wallace discussed LKCM’s and its affiliates’ proposal from the previous night. Mr. Wallace, on behalf of LKCM and its affiliates, then emailed to Mr. Hillman a revised proposal for an earnout structure in connection with Lawson’s potential business combination with TestEquity. LKCM’s and its affiliates’ revised earnout proposal contemplated that the LKCM affiliate stockholder of TestEquity would have the opportunity to earn up to an aggregate of 700,000 additional shares of Lawson common stock based on any one or more of three formulas—(1) for any board-approved acquisition completed by TestEquity within 120 days following the closing of Lawson’s business combination with TestEquity: 13.17x less the EBITDA multiple paid by TestEquity in the acquisition, multiplied by the EBITDA acquired in the acquisition, divided by the moving average price of Lawson common stock over the 30 days prior to the signing of the definitive agreement for Lawson’s business combination with TestEquity, (2) for any board-approved acquisition completed by TestEquity after 120 days following the closing of the Lawson’s business combination with TestEquity: 13.17x less the EBITDA multiple paid by TestEquity in the acquisition, multiplied by the EBITDA acquired in the acquisition, divided by the moving average price of Lawson common stock over the 30 days prior to the closing of Lawson’s business combination with TestEquity, and (3) for any additional EBITDA delivered by the TestEquity platform organically for 2022, a formula based in part on the increase in organic EBITDA for 2022 over 2021.

On December 10, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee

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also attended the meeting. At this meeting, the Special Committee discussed the current proposal from LKCM and its affiliates and possible responses. The Special Committee adjourned the meeting to allow for a discussion with representatives of LKCM and its affiliates to occur to provide the Special Committee with additional information and clarification.

Later in the day on December 10, 2021, Mr. Hillman communicated to Mr. Wallace the Special Committee’s views on LKCM’s and its affiliates’ latest proposals. Mr. Hillman and Mr. Wallace also discussed potential earnout structures whereby (i) in the case of Gexpro Services, if certain specified acquisitions by Gexpro Services were not completed prior to the closing of the Gexpro Services Merger, a specified number of shares payable as consideration for Lawson’s business combination with Gexpro Services would be retained by Lawson until such acquisitions were either completed or not completed within a time frame to be determined, and (ii) in the case of TestEquity, a similar earnout structure would apply if TestEquity had executed letters of intent in respect of certain transactions prior to signing of a definitive agreement for Lawson’s business combination with TestEquity, or alternatively, if TestEquity had not executed such letters of intent, an earnout structure tied to the increase in Lawson’s organic EBITDA for 2022 over 2021 contributed by TestEquity.

Following this discussion and later in the day on December 10, 2021, the Special Committee reconvened its earlier meeting. At this meeting, the Special Committee members reached a general consensus to further consider and continue discussions with representatives of LKCM and its affiliates regarding a proposal based on the range of ownership by legacy Lawson stockholders of approximately 45% which was discussed at the Special Committee’s meeting earlier that day, and including the treatment of identified potential transactions as discussed by Mr. Hillman and Mr. Wallace earlier that day as potentially covered by an earn-out structure.

Following this meeting, and later in the day on December 10, 2021, Mr. Hillman again spoke with Mr. Wallace. During those discussions, Mr. Hillman indicated that the Special Committee would consider the proposal under discussion further.

On December 11, 2021, Mr. Wallace, on behalf of LKCM and its affiliates, emailed to Mr. Hillman a revised purchase price proposal in connection with Lawson’s potential business combinations with Gexpro Services and TestEquity. LKCM’s and its affiliates’ revised purchase price proposal contemplated that in the case of the Gexpro Services transaction: (1) Lawson would issue 8,000,000 shares of Lawson common stock at the closing, (2) if at least $50 million of accretion via acquisitions was not delivered by Gexpro Services before or within 90 days of the closing of Lawson’s business combination with Gexpro Services, Lawson would be able to claw back a number of shares equal to the amount of the accretion under $50 million divided by the volume weighted average price of Lawson common stock price over the 30 days prior to the signing of the definitive agreement for Lawson’s business combination with Gexpro Services, (3) such clawback shares would not exceed 1,000,000 and (4) in the event there were any clawback shares, such shares could be earned back by the LKCM affiliate stockholder of Gexpro Services under a formula based in part on the increase in Gexpro Services EBITDA for 2022 over 2021 contributed to Lawson, after adjusting for the pro forma effect of acquisitions and one-time operating costs associated with Lawson board-approved investments (and less the amount of any purchase price for any such acquisitions). A similar structure was proposed for the TestEquity transaction.

On December 13, 2021, Mr. Hillman and representatives of LKCM and its affiliates, held a teleconference. During this teleconference, the participants discussed the recent proposals communicated between the Special Committee and LKCM and its affiliates over the previous several days. Mr. Hillman, on behalf of the Special Committee, and representatives of LKCM and its affiliates discussed the transaction structures in respect of TestEquity and Gexpro Services generally involving (1) a specified number of shares of Lawson common stock that would be issued to the LKCM affiliate stockholders of TestEquity and Gexpro Services at closing, (2) a specified number of shares would be held back (and not be issued as consideration) until and only if certain specified acquisitions were completed by TestEquity or Gexpro Services, as applicable, within 90 days after the completion of the business combinations with TestEquity and Gexpro Services and (3) if any of the held-back shares were not issued because of the failure to satisfy the provisions of the preceding clause (2), then the LKCM

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affiliate stockholders of TestEquity and Gexpro Services, as applicable, would have the ability to earn back such shares under a formula based in part on the increase in TestEquity EBITDA or Gexpro Services EBITDA, as applicable, for 2022 over 2021 after adjusting for the pro forma effect of acquisitions and one-time operating costs associated with Lawson board-approved investments (less the amount of any purchase price for any acquisition). In particular, the participants discussed that the two Merger Agreements would each have separate provisions relating to the consideration to be issued at the closing of the Merger and with respect to any potential earn-out provisions. The participants also discussed various process and timing matters for the proposed transactions.

On December 17, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, the Special Committee discussed the current proposal from LKCM and its affiliates and anticipated timing of the receipt of revised drafts of the Gexpro Services Merger Agreement. The Special Committee also discussed an update to the anticipated timing of receiving a commitment letter for the debt financing required for the transactions.

On December 18, 2021, representatives of Mayer delivered a revised draft of the Gexpro Services Merger Agreement to representatives of Jenner. The revised draft of the Gexpro Services Merger Agreement contained the new proposed terms of the Gexpro Services Merger with the earnout structure. Representatives of Mayer also delivered a revised draft of the Voting Agreement to representatives of Jenner.

On December 20, 2021, representatives of Jenner discussed the terms of the Gexpro Services Merger Agreement with representatives of Mayer and LKCM and its affiliates.

On December 21, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, the Special Committee discussed the revised Gexpro Services Merger Agreement in detail.

On December 22, 2021, Jenner sent a revised draft of the Gexpro Services Merger Agreement to representatives of Mayer.

On December 22, 2021, the board of directors of Gexpro Services held a meeting to consider and approve the Gexpro Services Merger Agreement and the transactions contemplated thereby. Also on December 22, 2021, the board of directors of TestEquity held a meeting to consider and approve the TestEquity Merger Agreement and the transactions contemplated thereby.

On December 23, 2021, representatives of Jenner sent a revised draft of the Voting Agreement to representatives of Mayer. Later in the day on December 23, 2021, representatives of the Special Committee, LKCM and its affiliates, Jenner and Mayer held a meeting via videoconference to discuss and resolve various open points on the draft Merger Agreements and the draft Voting Agreement, including the terms of the earn-out provisions.

On December 24, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, Mr. Hillman and representatives from Jenner provided an update to the Special Committee about the negotiations on the Gexpro Services Merger Agreement and the TestEquity Merger Agreement. At this point, the representatives from Lawson management left the meeting. Cowen then reviewed with the Special Committee Cowen’s preliminary financial analysis regarding the TestEquity Merger Consideration and the Gexpro Services Merger Consideration.

Following this meeting, later in the day on December 24, 2021, representatives of Jenner sent a revised draft of the registration rights agreement to representatives of Mayer.

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On December 26, 2021, representatives of Mayer sent a revised draft of the Gexpro Services Merger Agreement, a revised draft of the TestEquity Merger Agreement and a revised draft of the Voting Agreement to representatives of Jenner.

Later in the day on December 26, 2021, representatives of Mayer sent further revised drafts of the Merger Agreements to representatives of Jenner.

On December 27, 2021, and continuing into December 28, 2021, representatives of Jenner and Mayer continued to exchange drafts of the Gexpro Services Merger Agreement and the TestEquity Merger Agreement.

On December 28, 2021, the Special Committee held a meeting via videoconference. Representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, representatives from Jenner reviewed with the Special Committee certain legal considerations in connection with the potential transactions and reviewed the Special Committee’s fiduciary duties under applicable law in the context of a transaction with a major stockholder. The Special Committee then discussed the revised Gexpro Services Merger Agreement in detail and the TestEquity Merger Agreement in detail, and the changes that had been made over the past several days. A discussion of the Special Committee’s fiduciary duties and the Merger Agreements ensued. Also at this meeting, Cowen reviewed with the Special Committee Cowen’s financial analysis of the TestEquity Merger Consideration and the Gexpro Services Merger Consideration, as the case may be, and delivered separate oral opinions, each confirmed by delivery of a written opinion dated December 28, 2021, to the Special Committee to the effect that, based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Cowen as set forth in such opinions, as of December 28, 2021, (i) the TestEquity Merger Consideration to be paid by Lawson in the TestEquity Merger was fair, from a financial point of view, to Lawson and (ii) the Gexpro Services Merger Consideration to be paid by Lawson in the Gexpro Merger was fair, from a financial point of view, to Lawson. The members of the Special Committee also considered, among other matters, the matters described in the section of this proxy statement captioned “The Transactions—Lawson’s Reasons for the Transactions; Recommendation of the Special Committee and the Lawson Board of Directors—The Special Committee.” Following this discussion, the Special Committee unanimously (1) determined that the terms of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby are fair to and in the best interests of Lawson and its stockholders (other than the Company Excluded Parties), (2) approved the execution, delivery and performance of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby and (3) recommended that the Lawson board of directors approve, and recommend that Lawson’s stockholders approve, the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, including the Mergers and the issuance of shares of Lawson common stock in connection with the Mergers.

On December 28, 2021, the Board of Directors of Lawson held a meeting via videoconference. All of the directors of Lawson, representatives from Lawson management, Jenner and Cowen, and the Consultant and the Strategic Advisor to the Special Committee also attended the meeting. At this meeting, the Lawson board of directors (acting on the recommendation of the Special Committee) by unanimous vote of the Lawson directors (except for Mr. King and Mark F. Moon, who recused themselves from the vote) (1) determined that the terms of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby are fair to and in the best interests of Lawson and its stockholders (other than the Excluded Company Parties), (2) approved the execution, delivery and performance of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, (3) directed that the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, including the Mergers and the issuance of shares of Lawson common stock in connection with the Mergers, be submitted to Lawson’s stockholders for approval at a stockholders meeting and (4) resolved to recommend that Lawson’s stockholders approve those matters at such stockholders meeting (with Messrs. King and Moon recusing themselves from the vote).

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Following the approval by the Lawson board of directors, the parties and their representatives worked to finalize the Gexpro Services Merger Agreement and the related disclosure schedules and the TestEquity Merger Agreement and related disclosure schedules. On the morning of December 29, 2021, the Gexpro Services Merger Agreement and the TestEquity Merger Agreement were each executed. Thereafter, Lawson issued press release publicly announcing the execution of the Gexpro Services Merger Agreement and the TestEquity Merger Agreement and related transactions.

Lawson’s Reasons for the Transactions; Recommendation of the Special Committee and the Lawson Board of Directors

The Special Committee

On March 10, 2021, the Lawson board of directors established by unanimous written consent the Special Committee, consisting of independent directors Andrew B. Albert, I. Steven Edelson and Lee S. Hillman, each of whom is unaffiliated with LKCM, TestEquity and Gexpro Services. Pursuant to the unanimous written consent, the Special Committee was delegated all of the power and authority of the Lawson board of directors, to the fullest extent permitted by law and the Lawson Bylaws, with respect to any review, consideration, deliberation, examination, investigation, analysis, assessment, evaluation, response and/or negotiation on behalf of Lawson of the acquisition of Gexpro Services and the amount and form of consideration for such acquisition, including related financing with respect thereto and any applicable refinancing of indebtedness of Lawson and Gexpro Services (which are referred to as the “Delegated Transactions”). The Special Committee’s power and authority included the power and authority on behalf of Lawson to (i) oversee and manage the process associated with Lawson’s evaluation and consideration of the Delegated Transactions, (ii) approve and make a recommendation to the Lawson board of directors with respect to the Delegated Transactions and (iii) determine any other necessary or advisable action of Lawson in furtherance of any of the foregoing. The unanimous written consent also provided that the Delegated Transactions shall not be approved by the Lawson board of directors without the prior approval of the Special Committee, and gave the Special Committee the authority to select, retain and terminate in its sole discretion legal counsel and financial and other advisors as the Special Committee determined to be advisable.

On May 19, 2021, the Lawson board of directors, acting by unanimous written consent, resolved that TestEquity will be included in the Delegated Transactions (as defined above) in addition to Gexpro Services and that, except as so modified, the March 10, 2021 original unanimous written consent of the Lawson board of directors and all delegations to and rights of the Special Committee contained therein were confirmed in all respects.

On December 28, 2021, the Special Committee, consisting of independent and disinterested directors of Lawson, unanimously (1) determined that the terms of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby are fair to and in the best interests of Lawson and its stockholders (other than the Excluded Company Parties), (2) approved the execution, delivery and performance of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby and (3) recommended that the Lawson board of directors approve, and recommend that Lawson’s stockholders approve, the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, including the Mergers and the issuance of shares of Lawson common stock in connection with the Mergers.

In evaluating the Mergers, the Special Committee, as described above in the section entitled “The Transactions—Background of the Transactions,” held a number of meetings and consulted with Lawson’s management and the Special Committee’s advisors and, in reaching its determination and recommendation, considered a number of factors.

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The various factors that the Special Committee considered that weighed positively in favor of its determination and recommendation included, among others and not necessarily in order of relative importance:

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The Special Committee also considered various factors relating to the procedural safeguards that it believed would ensure the fairness of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby (including the Mergers and the issuance of shares of Lawson common stock in connection with the Mergers) and permit the Special Committee to represent effectively the interests of Lawson’s unaffiliated stockholders, including among others and not necessarily in order of relative importance:

The Special Committee also considered a variety of risks and other potentially negative factors concerning the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby (including the Mergers and the issuance of shares of Lawson common stock in connection with the Mergers). These factors included the following, which are not necessarily listed in order of relative importance:

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In considering the determination and recommendation of the Special Committee, Lawson stockholders should be aware that some of Lawson’s directors and executive officers have interests in the Mergers, the Share Issuances and the other contemplated transactions that are different from, or in addition to, the interests of Lawson’s stockholders generally, as more fully described in the section entitled “The Transactions—Interests of Lawson Directors and Executive Officers in the Transactions.” The Special Committee was aware of these interests in making its determination and recommendation.

The Special Committee considered all of these factors, and other factors, as a whole, and, on balance, concluded that the potentially negative factors associated with the Merger Agreements, the Mergers, the Share Issuances and the other contemplated transactions were outweighed by the potential benefits that it expected the Lawson stockholders would achieve as a result of entering into the Merger Agreements and consummating the Transactions.

This discussion of the information and factors considered by the Special Committee is not intended to be exhaustive and may not include all of the factors considered. In view of the wide variety of factors considered in connection with its evaluation of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby (including the Mergers and the Share Issuances), and the complexity of these matters, the Special Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that the Special Committee considered in reaching its determination and recommendation. Rather, the Special Committee viewed its decision as based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Special Committee may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Special Committee and certain other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

The Lawson Board of Directors

On December 28, 2021, the Lawson board of directors (acting on the recommendation of the Special Committee) by unanimous vote of the Lawson directors (except for Mr. King and Mr. Moon, who recused themselves from the vote) (1) determined that the terms of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby are fair to and in the best interests of Lawson and its stockholders (other than the Excluded Company Parties), (2) approved the execution, delivery and performance of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, (3) directed that the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby, including the Mergers and the issuance of shares of Lawson common stock in connection with the Mergers, be submitted to Lawson’s stockholders for approval at a stockholders meeting and (4) resolved to recommend that Lawson’s stockholders approve those matters at such stockholders meeting.

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In reaching its determination and recommendation, the Lawson board of directors took into account the factors described above considered by the Special Committee and the Special Committee’s recommendation. In reaching its determination and recommendation, the Lawson board of directors also considered a number of other factors, including the following factors (which are not necessarily in order of relative importance):

In considering the determination and recommendation of the Lawson board of directors, Lawson stockholders should be aware that some of Lawson’s directors and executive officers have interests in the Mergers, the Share Issuances and the other contemplated transactions that are different from, or in addition to, the interests of Lawson’s stockholders generally, as more fully described in the section entitled “The Transactions—Interests of Lawson Directors and Executive Officers in the Transactions.” The Lawson board of directors was aware of these interests in making its determination and recommendation.

The Lawson board of directors considered all of these factors, and other factors, as a whole, and, on balance, concluded that the potentially negative factors associated with the Merger Agreements, the Mergers, the Share Issuances and the other contemplated transactions were outweighed by the potential benefits that it expected the Lawson stockholders would achieve as a result of entering into the Merger Agreements and consummating the Transactions.

This discussion of the information and factors considered by the Lawson board of directors is not intended to be exhaustive and may not include all of the factors considered. In view of the wide variety of factors considered in connection with its evaluation of the Merger Agreements, the related agreements contemplated by the Merger Agreements and the transactions contemplated thereby (including the Mergers and the Share Issuances), and the complexity of these matters, the Lawson board of directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that the Lawson board of directors considered in reaching its determination and recommendation. Rather, the Lawson board of directors viewed its decision as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Lawson board of directors may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Lawson board of directors and certain other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

The Lawson board of directors recommends that Lawson stockholders vote “FOR” each of the Lawson Proposals.

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Opinions of the Financial Advisor to the Special Committee

The Special Committee has engaged Cowen as its financial advisor in connection with the TestEquity Merger and the Gexpro Services Merger. In connection with this engagement, the Special Committee requested that Cowen evaluate the fairness, from a financial point of view, to Lawson of (i) the TestEquity Merger Consideration to be paid by Lawson in the TestEquity Merger and (ii) the Gexpro Services Merger Consideration to be paid by Lawson in the Gexpro Services Merger.

At a meeting of the Special Committee held on December 28, 2021, Cowen reviewed with the Special Committee Cowen’s financial analysis of the TestEquity Merger Consideration and the Gexpro Services Merger Consideration, as the case may be, and delivered separate oral opinions, each confirmed by delivery of a written opinion dated December 28, 2021, to the Special Committee to the effect that, based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Cowen as set forth in such opinions, as of December 28, 2021 (i) the TestEquity Merger Consideration to be paid by Lawson in the TestEquity Merger was fair, from a financial point of view, to Lawson and (ii) the Gexpro Services Merger Consideration to be paid by Lawson in the Gexpro Services Merger was fair, from a financial point of view, to Lawson. The full text of the written opinions of Cowen, each dated December 28, 2021, are attached as Annex D and Annex E to this proxy statement and are incorporated herein by reference. The summaries of the written opinions of Cowen set forth herein are qualified in their entirety by reference to the full text of each such opinion. Cowen’s analyses and opinions were prepared for and addressed to the Special Committee and are directed only to the fairness, from a financial point of view, to Lawson of the TestEquity Merger Consideration or the Gexpro Services Merger Consideration, as the case may be. Cowen’s opinions did not in any way address the proportionate allocation of consideration between TestEquity and Gexpro Services or the relative fairness of the TestEquity Merger Consideration compared to the Gexpro Services Merger Consideration or vice versa, nor did Cowen’s opinions address the relative merits of the TestEquity Merger or the Gexpro Services Merger, as the case may be, or any related transaction as compared to other business strategies or transactions that might be available to Lawson. The TestEquity Merger Consideration and the Gexpro Services Merger Consideration were determined through negotiations between the Special Committee and TestEquity or Gexpro Services, as the case may be, and Cowen’s opinions do not constitute recommendations to the Special Committee, the Lawson board of directors, any securityholder or any other person as to how to vote or act with respect to the proposed TestEquity Merger, the proposed Gexpro Services Merger or otherwise.

Opinion Regarding the TestEquity Merger Consideration. In connection with its opinion rendered in connection with the TestEquity Merger, Cowen reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

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In conducting its review and arriving at its opinion, Cowen, with the Special Committee’s consent, assumed and relied, without independent investigation, upon the accuracy and completeness of all financial and other information provided to Cowen by TestEquity and Lawson, respectively, or which was publicly available or was otherwise reviewed by Cowen. Cowen did not undertake any responsibility for the accuracy, completeness or reasonableness of, or independent verification of, such information. Cowen relied upon TestEquity’s and Lawson’s respective representations that all information provided to Cowen by TestEquity and Lawson, as the case may be, was accurate and complete in all material respects and Cowen expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Cowen becomes aware after the date of Cowen’s opinion.

Cowen assumed, with the Special Committee’s consent, that the TestEquity Forecasts, the Lawson Forecasts and the TestEquity Expected Synergies were reasonably prepared by the managements of TestEquity and Lawson, as the case may be, on bases reflecting the best currently available estimates and good faith judgments of such managements as to the future performance of TestEquity, Lawson, the TestEquity Expected Synergies and the other matters covered thereby, and that the TestEquity Forecasts, the Lawson Forecasts and the TestEquity Expected Synergies utilized in Cowen’s analyses provide a reasonable basis for its opinion. Cowen also assumed, with the Special Committee’s consent, that the financial results reflected in the TestEquity Forecasts, the Lawson Forecasts and the TestEquity Expected Synergies would be realized in the amounts and at the times projected, including, without limitation, with respect to TestEquity’s pending and planned acquisitions, which Cowen assumed would be consummated as contemplated. Cowen further assumed that there would be no developments with respect to any such matters, or changes in the assessments of the managements of TestEquity and Lawson as to the existing products and services of, or the viability of and risks associated with the future products and services of, the target companies or businesses that are the subject of such pending and planned acquisitions, TestEquity or Lawson, that would have an adverse effect on TestEquity, Lawson or the TestEquity Merger (including the expected benefits thereof) or that otherwise would be meaningful in any respect to Cowen’s analyses or opinion. Cowen expressed no opinion as to the TestEquity Forecasts, the Lawson Forecasts, the TestEquity Expected Synergies or the assumptions on which they are based.

In addition, Cowen assumed, with the Special Committee’s consent, that there had been no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of TestEquity or Lawson since the dates of the last financial statements made available to Cowen. Cowen did not make or obtain any

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independent evaluations, valuations or appraisals of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of TestEquity, Lawson or any other entity, nor was Cowen furnished with such materials. Cowen did not conduct nor did Cowen assume any obligation to conduct any physical inspection of the properties or facilities of TestEquity, Lawson or any other entity. Cowen also did not evaluate the solvency or fair value of TestEquity, Lawson or any other entity under any state or federal laws relating to bankruptcy, insolvency or similar matters. Cowen assumed, with the Special Committee’s consent, that the TestEquity Merger would qualify for the intended tax treatment contemplated by the TestEquity Merger Agreement. Cowen’s opinion did not address any legal, tax, accounting or regulatory matters related to the TestEquity Merger Agreement or the TestEquity Merger, as to which Cowen assumed that Lawson, the Special Committee and the Lawson board of directors received such advice from legal, tax, accounting and regulatory advisors as each determined appropriate.

Cowen’s opinion addressed only the fairness of the TestEquity Merger Consideration, from a financial point of view, to Lawson and did not in any way address the proportionate allocation of consideration between TestEquity and Gexpro Services or the relative fairness of the TestEquity Merger Consideration compared to the Gexpro Services Merger Consideration. Cowen expressed no view as to any other aspect or implication of the TestEquity Merger, including, without limitation, any holdback or related earnout arrangements (other than as expressly pertaining to the aggregate number of shares of Lawson common stock issuable as part of the TestEquity Merger Consideration), any reorganization transactions, any voting, registration rights or release agreements, any escrow or indemnification arrangement or any other agreement, arrangement or understanding entered into in connection with the TestEquity Merger or otherwise. Cowen’s opinion was necessarily based upon economic and market conditions and other circumstances as they existed and could be evaluated by Cowen on the date of such opinion. It should be understood that although subsequent developments may affect Cowen’s opinion, Cowen does not have any obligation to update, revise or reaffirm its opinion and Cowen expressly disclaims any responsibility to do so.

Cowen did not consider any potential legislative or regulatory changes currently being considered or recently enacted by the United States or any foreign government, or any domestic or foreign regulatory body, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC, the Financial Accounting Standards Board, or any similar foreign regulatory body or board.

For purposes of rendering its opinion, with the Special Committee’s consent, Cowen assumed in all respects material to its analyses that the representations and warranties of each party contained in the TestEquity Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the TestEquity Merger Agreement and that all conditions to the consummation of the TestEquity Merger, including consummation of the Gexpro Services Merger, would be satisfied without waiver thereof. Cowen also assumed, with the Special Committee’s consent, that the final form of the TestEquity Merger Agreement would be substantially similar to the draft reviewed by Cowen. Cowen further assumed, with the Special Committee’s consent, that all governmental, regulatory and other consents and approvals contemplated by the TestEquity Merger Agreement would be obtained and that in the course of obtaining any of those consents no restrictions would be imposed or waivers made that would have an adverse effect on TestEquity, Lawson or the TestEquity Merger (including the contemplated benefits thereof). In addition, Cowen assumed, with the Special Committee’s consent, that the TestEquity Merger would be consummated in a manner that complies with the applicable provisions of the Securities Act, the Exchange Act and all other applicable state or federal statutes, rules and regulations.

It was understood that Cowen’s opinion was intended for the benefit and use of the Special Committee (in its capacity as such) in its evaluation of the TestEquity Merger Consideration. Cowen’s opinion does not constitute a recommendation to the Special Committee, the Lawson board of directors, any securityholder or any other person as to how to vote or act with respect to the TestEquity Merger or otherwise. Cowen expressed no opinion as to the actual value, price or trading range of shares of Lawson common stock following announcement or consummation of the TestEquity Merger. Cowen was not requested to opine as to, and its opinion did not in

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any manner address, Lawson’s underlying business decision to effect the TestEquity Merger or any related transaction or the relative merits of the TestEquity Merger or any related transaction as compared to other business strategies or transactions that might be available to Lawson. In addition, Cowen was not requested to opine as to, and its opinion did not in any manner address, (i) the fairness of the amount or nature of the compensation to the officers, directors or employees, or class of such persons, of any parties to the TestEquity Merger relative to the TestEquity Merger Consideration or otherwise, (ii) the fairness of the TestEquity Merger or the TestEquity Merger Consideration to the holders of any class of securities, creditors or other constituencies of TestEquity or Lawson, or (iii) whether Lawson has sufficient cash, available lines of credit or other sources of funds to enable it to make required payments, including, without limitation, with respect to the repayment of TestEquity’s indebtedness and payment of transaction expenses, on behalf of TestEquity at the closing of the TestEquity Merger as contemplated by the TestEquity Merger Agreement.

Opinion Regarding the Gexpro Services Merger Consideration. In connection with its opinion rendered in connection with the Gexpro Services Merger, Cowen reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

In conducting its review and arriving at its opinion, Cowen, with the Special Committee’s consent, assumed and relied, without independent investigation, upon the accuracy and completeness of all financial and other

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information provided to Cowen by Gexpro Services and Lawson, respectively, or which was publicly available or was otherwise reviewed by Cowen. Cowen did not undertake any responsibility for the accuracy, completeness or reasonableness of, or independent verification of, such information. Cowen relied upon Gexpro Services’ and Lawson’s respective representations that all information provided to Cowen by Gexpro Services and Lawson, as the case may be, was accurate and complete in all material respects and Cowen expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Cowen becomes aware after the date of Cowen’s opinion.

Cowen assumed, with the Special Committee’s consent, that the Gexpro Services Forecasts, the Lawson Forecasts and the Gexpro Services Expected Synergies were reasonably prepared by the managements of Gexpro Services and Lawson, as the case may be, on bases reflecting the best currently available estimates and good faith judgments of such managements as to the future performance of Gexpro Services, Lawson, the Gexpro Services Expected Synergies and the other matters covered thereby, and that the Gexpro Services Forecasts, the Lawson Forecasts and the Gexpro Services Expected Synergies utilized in Cowen’s analyses provide a reasonable basis for its opinion. Cowen also assumed, with the Special Committee’s consent, that the financial results reflected in the Gexpro Services Forecasts, the Lawson Forecasts and the Gexpro Services Expected Synergies would be realized in the amounts and at the times projected, including, without limitation, with respect to Gexpro Services’ pending and planned acquisitions, which Cowen assumed would be consummated as contemplated. Cowen further assumed that there would be no developments with respect to any such matters, or changes in the assessments of the managements of Gexpro Services and Lawson as to the existing products and services of, or the viability of and risks associated with the future products and services of, the target companies or businesses that are the subject of such pending and planned acquisitions, Gexpro Services or Lawson, that would have an adverse effect on Gexpro Services, Lawson or the Gexpro Services Merger (including the expected benefits thereof) or that otherwise would be meaningful in any respect to Cowen’s analyses or opinion. Cowen expressed no opinion as to the Gexpro Services Forecasts, the Lawson Forecasts, the Gexpro Services Expected Synergies or the assumptions on which they are based.

In addition, Cowen assumed, with the Special Committee’s consent, that there had been no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Gexpro Services or Lawson since the dates of the last financial statements made available to Cowen. Cowen did not make or obtain any independent evaluations, valuations or appraisals of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of Gexpro Services, Lawson or any other entity, nor was Cowen furnished with such materials. Cowen did not conduct nor did Cowen assume any obligation to conduct any physical inspection of the properties or facilities of Gexpro Services, Lawson or any other entity. Cowen also did not evaluate the solvency or fair value of Gexpro Services, Lawson or any other entity under any state or federal laws relating to bankruptcy, insolvency or similar matters. Cowen assumed, with the Special Committee’s consent, that the Gexpro Services Merger would qualify for the intended tax treatment contemplated by the Gexpro Services Merger Agreement. Cowen’s opinion did not address any legal, tax, accounting or regulatory matters related to the Gexpro Services Merger Agreement or the Gexpro Services Merger, as to which Cowen assumed that Lawson, the Special Committee and the Lawson board of directors received such advice from legal, tax, accounting and regulatory advisors as each determined appropriate.

Cowen’s opinion addressed only the fairness of the Gexpro Services Merger Consideration, from a financial point of view, to Lawson and did not in any way address the proportionate allocation of consideration between Gexpro Services and TestEquity or the relative fairness of the Gexpro Services Merger Consideration compared to the TestEquity Merger Consideration. Cowen expressed no view as to any other aspect or implication of the Gexpro Services Merger, including, without limitation, any holdback or related earnout arrangements (other than as expressly pertaining to the aggregate number of shares of Lawson common stock issuable as part of the Gexpro Services Merger Consideration), any voting, registration rights or release agreements, any escrow or indemnification arrangement or any other agreement, arrangement or understanding entered into in connection with the Gexpro Services Merger or otherwise. Cowen’s opinion was necessarily based upon economic and market conditions and other circumstances as they existed and could be evaluated by Cowen on the date of such

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opinion. It should be understood that although subsequent developments may affect Cowen’s opinion, Cowen does not have any obligation to update, revise or reaffirm its opinion and Cowen expressly disclaims any responsibility to do so.

Cowen did not consider any potential legislative or regulatory changes currently being considered or recently enacted by the United States or any foreign government, or any domestic or foreign regulatory body, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC, the Financial Accounting Standards Board, or any similar foreign regulatory body or board.

For purposes of rendering its opinion, with the Special Committee’s consent, Cowen assumed in all respects material to its analyses that the representations and warranties of each party contained in the Gexpro Services Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Gexpro Services Merger Agreement and that all conditions to the consummation of the Gexpro Services Merger, including consummation of the TestEquity Merger, would be satisfied without waiver thereof. Cowen also assumed, with the Special Committee’s consent, that the final form of the Gexpro Services Merger Agreement would be substantially similar to the draft reviewed by Cowen. Cowen further assumed, with the Special Committee’s consent, that all governmental, regulatory and other consents and approvals contemplated by the Gexpro Services Merger Agreement would be obtained and that in the course of obtaining any of those consents no restrictions would be imposed or waivers made that would have an adverse effect on Gexpro Services, Lawson or the Gexpro Services Merger (including the contemplated benefits thereof). In addition, Cowen assumed, with the Special Committee’s consent, that the Gexpro Services Merger would be consummated in a manner that complies with the applicable provisions of the Securities Act, the Exchange Act and all other applicable state or federal statutes, rules and regulations.

It was understood that Cowen’s opinion was intended for the benefit and use of the Special Committee (in its capacity as such) in its evaluation of the Gexpro Services Merger Consideration. Cowen’s opinion does not constitute a recommendation to the Special Committee, the Lawson board of directors, any securityholder or any other person as to how to vote or act with respect to the Gexpro Services Merger or otherwise. Cowen expressed no opinion as to the actual value, price or trading range of shares of Lawson common stock following announcement or consummation of the Gexpro Services Merger. Cowen was not requested to opine as to, and its opinion did not in any manner address, Lawson’s underlying business decision to effect the Gexpro Services Merger or any related transaction or the relative merits of the Gexpro Services Merger or any related transaction as compared to other business strategies or transactions that might be available to Lawson. In addition, Cowen was not requested to opine as to, and its opinion did not in any manner address, (i) the fairness of the amount or nature of the compensation to the officers, directors or employees, or class of such persons, of any parties to the Gexpro Services Merger relative to the Gexpro Services Merger Consideration or otherwise, (ii) the fairness of the Gexpro Services Merger or the Gexpro Services Merger Consideration to the holders of any class of securities, creditors or other constituencies of Gexpro Services or Lawson, or (iii) whether Lawson has sufficient cash, available lines of credit or other sources of funds to enable it to make required payments, including, without limitation, with respect to the repayment of Gexpro Services’ indebtedness and payment of transaction expenses, on behalf of Gexpro Services at the closing of the Gexpro Services Merger as contemplated by the Gexpro Services Merger Agreement.

Financial Analyses

The summary of the principal financial analyses described below under this heading “—Financial Analyses” is a summary of the material financial analyses performed by Cowen to arrive at its opinions. Some of the summaries of Cowen’s financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses.

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Cowen performed certain procedures, including each of the financial analyses described below, and reviewed with the Special Committee the assumptions on which such analyses were based and other factors, including the historical and projected financial results of Lawson and, as applicable, TestEquity and Gexpro Services.

For purposes of the financial analyses described below, the term (i) “EBITDA” refers to net income, plus interest expense, plus income tax, plus depreciation and amortization, (ii) “adjusted EBITDA” refers to EBITDA, plus stock-based compensation, plus non-recurring severance expenses, plus acquisition-related expenses, plus other non-recurring items and (iii) “unlevered free cash flow” refers to net income, plus interest expense, plus depreciation and amortization, plus/minus change in working capital, less capital expenditures. Additionally, for purposes of Cowen’s analyses and opinions, Cowen (i) assumed that the potential acquisition of the Potential TestEquity Acquiree by TestEquity and the potential acquisition of the Potential Gexpro Services Acquirees by Gexpro Services would be consummated as contemplated and that the shares of Lawson common stock to be held back in connection with the TestEquity Merger and the Gexpro Services Merger would be fully issued in connection with the TestEquity Merger and the Gexpro Services Merger, as applicable, and (ii) evaluated the implied value of the TestEquity Merger Consideration and the Gexpro Services Merger Consideration, as the case may be, and the implied equity value of Lawson, in each case utilizing the closing price for shares of Lawson common stock on December 27, 2021 of $47.49 per share. Cowen’s opinions did not in any way address the proportionate allocation of consideration between TestEquity and Gexpro Services or the relative fairness of the Gexpro Services Merger Consideration compared to the TestEquity Merger Consideration or vice versa.

Selected Publicly Traded Companies Analyses. Cowen performed separate selected publicly traded companies analyses of TestEquity, Gexpro Services and Lawson in which Cowen reviewed certain financial data for TestEquity, Gexpro Services, Lawson and the selected publicly traded companies listed below.

TestEquity. In its selected publicly traded companies analysis of TestEquity, Cowen reviewed selected financial information of TestEquity and selected financial and stock market information of certain other companies the securities of which are publicly traded and that Cowen considered generally relevant for purposes of analysis as industrial distribution companies (collectively, the “Selected Companies”). These companies were:

The financial data reviewed included enterprise values, calculated as implied equity values based on closing stock prices on December 27, 2021 plus total debt and less cash and cash equivalents, as a multiple of calendar year 2021 and calendar year 2022 estimated adjusted EBITDA. Financial data of the Selected Companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of TestEquity was based on the TestEquity Forecasts.

The overall low to high calendar year 2021 estimated adjusted EBITDA multiples observed for the Selected Companies was 9.4x to 26.9x (with mean, median and 25^th percentile multiples of 16.3x, 15.4x and 12.5x, respectively) and the overall low to high calendar year 2022 estimated adjusted EBITDA multiples observed for the Selected Companies was 8.6x to 24.6x (with mean, median and 25^th percentile multiples of 14.6x, 13.3x and 10.7x, respectively). Cowen then applied selected ranges of calendar year 2021 and calendar year 2022 estimated adjusted EBITDA multiples derived from the Selected Companies of 11.5x to 13.5x and 9.7x to 11.7x,

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respectively, to the calendar year 2021 and calendar year 2022 estimated EBITDA of TestEquity based on the TestEquity Forecasts.

This analysis indicated the following approximate implied equity value reference ranges for TestEquity, as compared to the implied value of the TestEquity Merger Consideration:

Although the Selected Companies were used for comparison purposes, none of those companies is directly comparable to TestEquity. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the Selected Companies and other factors that could affect the public trading or other values of the Selected Companies or TestEquity.

Gexpro Services. In its selected publicly traded companies analysis of Gexpro Services, Cowen reviewed selected financial information of Gexpro Services and selected financial and stock market information of the Selected Companies. The financial data reviewed included enterprise values, calculated as implied equity values based on closing stock prices on December 27, 2021 plus total debt and less cash and cash equivalents, as a multiple of calendar year 2021 and calendar year 2022 estimated adjusted EBITDA. Financial data of the Selected Companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of Gexpro Services was based on the Gexpro Services Forecasts. Cowen observed the same overall low to high, mean, median and 25^th percentile calendar year 2021 and calendar year 2022 estimated adjusted EBITDA multiples for the Selected Companies as described above under the section entitled “—Selected Publicly Traded Companies Analyses—TestEquity.” Cowen then applied to the calendar year 2021 and calendar year 2022 estimated EBITDA of Gexpro Services based on the Gexpro Services Forecasts the same selected ranges of calendar year 2021 and calendar year 2022 estimated adjusted EBITDA multiples derived from the Selected Companies as described above under the section entitled “—Selected Publicly Traded Companies Analyses—TestEquity.”

This analysis indicated the following approximate implied equity value reference ranges for Gexpro Services, as compared to the implied value of the Gexpro Services Merger Consideration:

Although the Selected Companies were used for comparison purposes, none of those companies is directly comparable to Gexpro Services. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the Selected Companies and other factors that could affect the public trading or other values of the Selected Companies or Gexpro Services.

Lawson. In its selected publicly traded companies analysis of Lawson, Cowen reviewed selected financial and stock market information of Lawson and the Selected Companies. The financial data reviewed included enterprise values, calculated as implied equity values based on closing stock prices on December 27, 2021 plus total debt and less cash and cash equivalents, as a multiple of calendar year 2021 and calendar year 2022 estimated adjusted EBITDA. Financial data of the Selected Companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of Lawson was based on the Lawson Forecasts, Wall Street research analysts’ estimates, public filings and other

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publicly available information. Cowen observed the same overall low to high, mean, median and 25^th percentile calendar year 2021 and calendar year 2022 estimated adjusted EBITDA multiples for the Selected Companies as described above under the section entitled “—Selected Publicly Traded Companies Analyses—TestEquity.” Cowen then applied to the calendar year 2021 and calendar year 2022 estimated adjusted EBITDA of Lawson based on the Lawson Forecasts the same selected ranges of calendar year 2021 and calendar year 2022 estimated adjusted EBITDA multiples derived from the Selected Companies as described above under the section entitled “—Selected Publicly Traded Companies Analyses—TestEquity.” Cowen also noted that the calendar year 2021 and calendar year 2022 estimated adjusted EBITDA multiples observed for Lawson were 10.9x and 9.6x, respectively, based on Wall Street research analysts’ estimates, and 12.6x and 10.4x, respectively, based on the Lawson Forecasts.

This analysis indicated the following approximate implied equity value reference ranges for Lawson, as compared to the approximate implied equity value for Lawson:

Although the Selected Companies were used for comparison purposes, none of those companies is directly comparable to Lawson. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the Selected Companies and other factors that could affect the public trading value of the Selected Companies or Lawson.

Discounted Cash Flow Analyses. Cowen performed separate discounted cash flow analyses of TestEquity, Gexpro Services and Lawson as described below.

TestEquity. Cowen performed a discounted cash flow analysis of TestEquity by calculating the estimated present value of the standalone unlevered free cash flows that TestEquity was forecasted to generate during the fiscal years ending December 31, 2021 through December 31, 2025 based on the TestEquity Forecasts. Cowen calculated implied terminal values for TestEquity by applying to TestEquity’s fiscal year 2025 estimated EBITDA a selected range of terminal EBITDA multiples of 10.0x to 12.0x. The present values (as of December 31, 2021) of the cash flows and terminal values were then calculated using a selected range of discount rates of 8.75% to 10.75%.

This analysis indicated the following approximate implied equity value reference range for TestEquity, as compared to the implied value of the TestEquity Merger Consideration:

Gexpro Services. Cowen performed a discounted cash flow analysis of Gexpro Services by calculating the estimated present value of the standalone unlevered free cash flows that Gexpro Services was forecasted to generate during the fiscal years ending December 31, 2021 through December 31, 2025 based on the Gexpro Services Forecasts. Cowen calculated implied terminal values for Gexpro Services by applying to Gexpro Services’ fiscal year 2025 estimated EBITDA a selected range of terminal EBITDA multiples of 10.0x to 12.0x. The present values (as of December 31, 2021) of the cash flows and terminal values were then calculated using a selected range of discount rates of 8.75% to 10.75%.

This analysis indicated the following approximate implied equity value reference range for Gexpro Services, as compared to the implied value of the Gexpro Services Merger Consideration:

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Lawson. Cowen performed a discounted cash flow analysis of Lawson by calculating the estimated present value of the standalone unlevered free cash flows that Lawson was forecasted to generate during the fiscal years ending December 31, 2021 through December 31, 2025 based on the Lawson Forecasts. For purposes of this analysis, stock-based compensation was treated as a cash expense. Cowen calculated implied terminal values for Lawson by applying to Lawson’s fiscal year 2025 estimated EBITDA a selected range of terminal EBITDA multiples of 10.0x to 12.0x. The present values (as of December 31, 2021) of the cash flows and terminal values were then calculated using a selected range of discount rates of 7.5% to 9.5%.

This analysis indicated the following approximate implied equity value reference range for Lawson, as compared to the approximate implied equity value for Lawson:

Relative Contributions Analyses. Cowen performed separate relative contributions analyses relating to the TestEquity Merger and the Gexpro Services Merger, as the case may be, in which Cowen reviewed the relative contributions of TestEquity and Gexpro Services, as the case may be, and Lawson to, among other things, calendar year 2021 and calendar year 2022 estimated revenue and calendar year 2021 and calendar year 2022 estimated EBITDA and to the net debt of the combined company resulting from the TestEquity Merger or the Gexpro Services Merger, as applicable.

TestEquity Merger. In its relative contributions analysis relating to the TestEquity Merger, Cowen reviewed the relative contributions of TestEquity, TestEquity’s potential acquisition target and Lawson to the financial metrics described above. Financial data for TestEquity and TestEquity’s potential acquisition target were based on the TestEquity Forecasts and financial data for Lawson was based on the Lawson Forecasts, public filings and other publicly available information. This analysis indicated the following overall approximate implied relative contribution percentages of TestEquity and Lawson to the combined company resulting from the TestEquity Merger: (i) calendar year 2021 and calendar year 2022 estimated revenue of 34.0% and 34.9%, respectively, in the case of TestEquity, 13.9% and 13.3%, respectively, in the case of TestEquity’s potential acquisition target, and 52.2% and 51.9%, respectively, in the case of Lawson, (ii) calendar year 2021 and calendar year 2022 estimated EBITDA of 33.4% and 33.6%, respectively, in the case of TestEquity, 10.6% and 10.1%, respectively, in the case of TestEquity’s potential acquisition target, and 56.0% and 56.3%, respectively, in the case of Lawson and (iii) net debt of 66.6%, in the case of TestEquity, 29.5%, in the case of TestEquity’s potential acquisition target, and 3.9%, in the case of Lawson. Cowen noted that the pro forma ownership implied by the TestEquity Merger Consideration for holders of TestEquity equity interests and shares of Lawson common stock upon consummation of the TestEquity Merger was approximately 29.9% and 70.1%, respectively.

Gexpro Services Merger. In its relative contributions analysis relating to the Gexpro Services Merger, Cowen reviewed the relative contributions of Gexpro Services, Gexpro Services’ potential acquisition targets and Lawson to the financial metrics described above. Financial data for Gexpro Services and Gexpro Services’ potential acquisition targets were based on the Gexpro Services Forecasts and financial data for Lawson was based on the Lawson Forecasts, public filings and other publicly available information. This analysis indicated the following overall approximate implied relative contribution percentages of Gexpro Services and Lawson to the combined company resulting from the Gexpro Services Merger: (i) calendar year 2021 and calendar year 2022 estimated revenue of 40.1% and 40.0%, respectively, in the case of Gexpro Services, 6.3% and 6.8%, respectively, in the case of Gexpro Services’ potential acquisition targets, and 53.6% and 53.2%, respectively, in the case of Lawson, (ii) calendar year 2021 and calendar year 2022 estimated EBITDA of 42.5% and 41.8%, respectively, in the case of Gexpro Services, 12.9% and 12.5%, respectively, in the case of Gexpro Services’ potential acquisition targets, and 44.7% and 45.7%, respectively, in the case of Lawson and (iii) net debt of 59.0%, in the case of Gexpro Services, 37.6%, in the case of Gexpro Services’ potential acquisition targets, and 3.5%, in the case of Lawson. Cowen noted that the pro forma ownership implied by the Gexpro Services Merger Consideration for holders of shares of Gexpro Services common stock and shares of Lawson common stock upon consummation of the Gexpro Services Merger was approximately 46.0% and 54.0%, respectively.

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Pro Forma Ownership Analyses. Cowen performed separate pro forma ownership analyses relating to the TestEquity Merger and the Gexpro Services Merger, as the case may be, in which Cowen reviewed the implied pro forma ownership percentages of holders of shares of Lawson common stock in the combined company resulting from the TestEquity Merger or the Gexpro Services Merger, as applicable, based on the selected publicly traded companies and discounted cash flow analyses described above.

TestEquity Merger. In its pro forma ownership analysis relating to the TestEquity Merger, Cowen derived implied pro forma ownership percentages for holders of shares of Lawson common stock in the combined company resulting from the TestEquity Merger by dividing the high-ends (or low-ends, as the case may be) of the approximate implied equity value reference ranges derived for Lawson as described above under the sections entitled “—Selected Publicly Traded Companies Analyses—Lawson” and “—Discounted Cash Flow Analyses—Lawson” by the low-ends (or high-ends, as the case may be) of the approximate implied equity value reference ranges derived for TestEquity as described above under the sections entitled “—Selected Publicly Traded Companies Analyses—TestEquity” and “—Discounted Cash Flow Analyses—TestEquity” in order to calculate the high-ends (or low-ends) of the implied pro forma ownership percentage reference ranges. This analysis indicated the following implied pro forma ownership percentage reference ranges for holders of shares of Lawson common stock: (i) 65.7% to 75.5% based on the selected publicly traded companies analyses utilizing calendar year 2021 estimated EBITDA, (ii) 64.7% to 76.0% based on the selected publicly traded companies analyses utilizing calendar year 2022 estimated EBITDA and (iii) 64.5% to 76.1% based on the discounted cash flow analyses. Cowen noted that the pro forma ownership implied by the TestEquity Merger Consideration for holders of shares of Lawson common stock upon consummation of the TestEquity Merger was approximately 70.1%.