Interwoven, Inc., a provider of content management for the enterprise, and iManage, Inc., a provider of collaborative content management software for global enterprises, have entered into a definitive agreement to merge in a stock and cash transaction valued at $171 million dollars. The iManage product line is already available from Interwoven as part of the existing reseller agreement, and Interwoven client services and technical support teams are trained to support the iManage product line. The combined companies plan to integrate iManage's collaborative technology with Interwoven MetaTagger content intelligence server software, to improve the ability to personalize and find relevant content, and link iManage's scalable content repository with Interwoven OpenDeploy content distribution software, to distribute collaboratively developed documents and corporate knowledge. The new company will be named Interwoven and will be headquartered in Sunnyvale, California.
Under the definitive agreement, iManage shareholders will receive $1.20 per share in cash and 2.0943 shares of Interwoven stock for each share of iManage stock that they hold. With approximately 27.5M iManage shares outstanding on a fully diluted basis, we estimate the transaction value to be approximately $171M. Following the expected closing of the proposed merger in Q4 of this year, Interwoven shareholders are expected to own approximately 67% and iManage shareholders are expected to own approximately 33% of the combined company. The merger, which is expected to be tax-free to shareholders of both companies for U.S. federal income tax purposes, will be accounted for as a purchase. The proposed merger is subject to a number of customary closing conditions, including regulatory approvals and the separate approval by the shareholders of Interwoven and iManage, any one of which could delay or prevent the completion of the proposed merger. Accordingly, Interwoven and iManage cannot assure that the proposed merger will be completed in Q4 2003, or at all. Throughout this transaction, Lehman Brothers Inc. acted as financial advisor to Interwoven, and Thomas Weisel Partners LLC acted as financial advisor to iManage. To view a diagram of the new combined Interwoven and iManage solutions and platform see: www.interwoven.com/company/features/imanage/images/diagram.zip.