Friday, January 23, 2009

Autonomy Announces Agreement to Acquire Interwoven for $775 Million

CAMBRIDGE, ENGLAND - January 22, 2009 - Autonomy Corporation plc (LSE: AU. or AU.L), a global leader in infrastructure software, and Interwoven, Inc. (NASDAQ: IWOV), a global leader in content management software, today announced that they have entered into a definitive agreement under which Autonomy will acquire Interwoven. 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.

Acquisition Highlights:
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.

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