Autonomy to Acquire Interwoven for $775 Million

Jan 23, 2009

Autonomy Corporation plc, a global provider of infrastructure software, and Interwoven, Inc., a provider of content management software, announced a definitive agreement under which Autonomy will acquire Interwoven. 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. There will be an aggregate consideration of approximately $775 million, funded by an underwritten placing of ordinary shares, a new revolving credit facility from Barclays, and a portion of Interwoven and Autonomy's cash reserves. 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.