Interwoven Announces Definitive Agreement to Be Acquired by Autonomy
22 Janeiro 2009 - 5:12AM
PR Newswire (US)
Interwoven Customers to Benefit from Extension of Autonomy's
Meaning-Based Computing into Interwoven's Product Offerings SAN
JOSE, Calif., Jan. 22 /PRNewswire-FirstCall/ -- Interwoven, Inc.
(NASDAQ:IWOV), a global leader in content management solutions,
today announced that it has entered into a definitive agreement to
be acquired by Autonomy Corporation plc (LSE:AU.LSE:orLSE:AU.L), a
global leader in infrastructure software, for $16.20 in cash per
share for a total transaction value of approximately $775 million.
(Logo: http://www.newscom.com/cgi-bin/prnh/20071205/INTWOVLOGO)
Interwoven's products improve human interactions with information,
and Autonomy's technology will allow people to know what those
human interactions mean. The combination of these two companies
will redefine how global 2000 corporations, leading law firms, and
government regulators will discover, analyze, and manage human
friendly information. "Interwoven and Autonomy are two
high-performing companies that share the same vision for improving
the way organizations understand and interact with information,"
said Joe Cowan, Interwoven CEO. "We believe customers will benefit
from the combination of Autonomy's industry-leading technology with
Interwoven's unmatched position in our target markets. We are
extremely excited with the unique possibilities for future product
direction that will arise through the integration with Autonomy's
technology." "The combination of Autonomy and Interwoven, industry
leaders in meaning-based computing and document and content
management respectively, will continue the extension of Autonomy's
Intelligent Data Operating Layer (IDOL) - an information
infrastructure that global 2000 companies standardize on to search
and process over 1,000 data types," said Dr. Mike Lynch, Group CEO
of Autonomy. "Our past acquisitions have clearly demonstrated how
Autonomy can quickly and effectively leverage the power of IDOL
into new customer bases and to address new customer needs, and we
see great opportunities for continued innovation and development of
the Interwoven product offerings. We are very familiar with
Interwoven, its product base and management team through our joint
customers and partnerships over the years and see this transaction
as an exciting opportunity to extend the chain of Autonomy's
solutions." Under the terms of the agreement, Interwoven will be
acquired by Autonomy for $16.20 per share, in cash, or
approximately $775 million in the aggregate. The directors and
certain executive officers of Autonomy and Interwoven have agreed
to vote the shares they own in favor of the acquisition. The
transaction is expected to close by Q2 2009 and is subject to
shareholder approval by both companies, Hart-Scott-Rodino antitrust
clearance, and other closing conditions. About Interwoven
Interwoven (NASDAQ:IWOV) is a global leader in content management
solutions. Interwoven's software and services enable organizations
to maximize online business performance and organize, find, and
govern business content. Interwoven solutions unlock the value of
content by delivering the right content to the right person in the
right context at the right time. Over 4,600 of the world's leading
companies, professional services firms, and governments have chosen
Interwoven, including adidas, Airbus, Avaya, BT, Cisco, Citi, Delta
Air Lines, DLA Piper, FedEx, Grant Thornton, Hilton Hotels, Hong
Kong Trade and Development Council, HSBC, LexisNexis, MasterCard,
Microsoft, Samsung, Shell, Qantas Airways, Tesco, Virgin Mobile,
and White & Case. A community of over 20,000 developers and
over 300 partners enrich and extend Interwoven's offerings. To
learn more about Interwoven, please visit
http://www.interwoven.com/. Cautionary Statement Regarding
Forward-Looking Statements This release contains forward-looking
statements that are based on Interwoven's current expectations
relating to the proposed acquisition of Interwoven by Autonomy,
including the expected closing of the transaction and the benefits
thereof. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual results could
differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors.
Important factors that may cause such a difference for Interwoven
include, but are not limited to, the possible failure to satisfy
necessary conditions to closing, the risk that the transaction is
not consummated or is not consummated within the expected timeframe
and difficulties in integrating the two businesses. For information
regarding other related risks, see discussion of risks and other
factors in Interwoven's most recent Annual Report on Form 10-K,
subsequent Quarterly Reports on Form 10-Q and Current Reports on
Forms 8-K, which are on file with the Securities and Exchange
Commission and available through http://www.sec.gov/. Additional
Information About the Proposed Transaction and Where You Can Find
It In connection with the proposed transaction, Interwoven intends
to file a proxy statement and other relevant materials with the
Securities and Exchange Commission ("SEC"). BEFORE MAKING ANY
VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION,
STOCKHOLDERS OF INTERWOVEN ARE URGED TO READ THE PROXY STATEMENT,
WHEN IT BECOMES AVAILABLE, AND THE OTHER RELEVANT MATERIALS FILED
BY INTERWOVEN WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and
the other relevant materials, when available, and any other
documents filed by Interwoven with the SEC, may be obtained free of
charge at the SEC's website at http://www.sec.gov/. In addition,
stockholders of Interwoven may obtain free copies of the documents
filed with the SEC by contacting Interwoven Investor Relations at
(408) 953-7284 or Interwoven, Inc., 160 E. Tasman Drive, San Jose,
California 95134. You may also read and copy any reports,
statements and other information filed by Interwoven with the SEC
at the SEC public reference room at 100 F Street, N.E. Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's website for further information on its public
reference room. Interwoven and its executive officers and directors
may be deemed to be participants in the solicitation of proxies
from Interwoven stockholders in favor of the proposed transaction.
Certain executive officers and directors of Interwoven have
interests in the transaction that may differ from the interests of
stockholders generally, including without limitation acceleration
of vesting of stock options and restricted stock units, benefits
conferred under severance and change in control arrangements, and
continuation of director and officer insurance and indemnification.
These interests will be described in the proxy statement when it
becomes available.
http://www.newscom.com/cgi-bin/prnh/20071205/INTWOVLOGO
http://photoarchive.ap.org/ DATASOURCE: Interwoven, Inc. CONTACT:
media, Randy Cairns, +1-408-953-7111, , or investors, Keren
Ackerman, +1-408-953-7284, , both for Interwoven, Inc. Web Site:
http://www.interwoven.com/
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