Autonomy Acquires Interwoven For 775 Million Dollars

Infrastructure software giant Autonomy Corporation will purchase Interwoven, a specialist in content management, for $775 million. The combination of the two companies will redefine how global 2000 corporations, leading law firms and government regulators will discover, analyze and manage information

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Infrastructure software giant Autonomy Corporation will purchase Interwoven, a specialist in content management, for $775 million.

The combination of the two companies will redefine how global 2000 corporations, leading law firms and government regulators will discover, analyze and manage information and interactions.

Under the terms of the Acquisition Agreement, it is proposed that Interwoven stockholders will receive $16.20 in cash for each outstanding Interwoven share, representing a premium of 36.8% to the closing share price of $11.84 on January 21, 2009, and a premium of 36.2% to the average closing share price over the 30 days through January 21, 2009.

Aggregate consideration of approximately $775 million (assuming exercise of all vested in-the-money Interwoven share options), funded by an underwritten placing of ordinary shares (the “Placing”), a new revolving credit facility from Barclays and a portion of Interwoven and Autonomy’s cash reserves. Post-closing Autonomy expects to have a cash balance of at least $75 million, assuming close in Q2’09.

All directors and selected executive officers of Interwoven and Autonomy have agreed to vote in favour of the Acquisition.

The Acquisition is expected to complete in the second quarter of 2009 and is subject to Autonomy and Interwoven shareholder and regulatory approvals and other customary closing conditions.

Combined customer base of in excess of 20,000 will provide additional scale and significant cross-selling opportunities.

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