Autonomy Corp Buy Interwoven For $775 Million, $16.20/Share
22 Enero 2009 - 2:09AM
Noticias Dow Jones
Autonomy Corporation, a global infrastructure software company,
and Interwoven, a global content management software company said
Thursday they have entered into a definitive agreement under which
Autonomy will acquire Interwoven for $775 million.
The acquisition will be 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.
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 Jan. 21, and a premium of
36.2% to the average closing share price over the 30 days through
Jan. 21.
Post-close of the transaction Autonomy expects to have a cash
balance of at least $75 million, assuming close in the second
quarter of 2009.
The transaction is expected to achieve synergies of $40 million
per annum over the first year from completion, from a combination
of duplicative general and administrative, marketing programs and
other redundant costs.
The acquisition expected to be earnings enhancing in the first
full quarter following completion, with expected earnings accretion
of 20% in 2009 assuming completion had happened on Jan. 1.
Significant brought forward tax losses will be assumed, the Company
said.
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.
A combined customer base of in excess of 20,000 will provide
additional scale and significant cross-selling opportunities. The
acquistion offer the opportunity to provide broader and more
comprehensive offerings to customers.
Combining the two companies will accelerate the delivery of the
next generation unstructured information management software, the
Company said.
The Acquisition will strengthen Autonomy's access to the
worldwide legal and compliance industry through Interwoven's
significant sales force with industry expertise.
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