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Autonomy organisation plc pronounces contract to acquire Interwoven, Inc. for an mixture Consideration of Approx. US$775 Million | Real Questions and Pass4sure dumps

CAMBRIDGE, England, January 22, 2009 /PRNewswire-FirstCall via COMTEX/ --AutonomyCorporation plc (LSE: AU. or AU.L), a world chief in infrastructuresoftware, and Interwoven, Inc. (NASDAQ: IWOV), a world leader in contentmanagement utility, these days announced that they've entered right into a definitiveagreement below which Autonomy will purchase Interwoven. The mixture ofthe two organizations will redefine how world 2000 enterprises, leading lawfirms and govt regulators will find, analyze and manipulate informationand interactions.

Acquisition Highlights

- below the terms of the Acquisition contract, it is proposed thatInterwoven stockholders will get hold of $16.20 in cash for eachoutstanding Interwoven share, representing a top class of 36.eight% to theclosing share fee of $11.84 on January 21, 2009, and a top rate of36.2% to the standard closing share expense over the 30 days throughJanuary 21, 2009

- mixture consideration of about $775 million (assumingexercise of all vested in-the-cash Interwoven share alternate options), fundedby an underwritten putting of normal shares (the "putting"), a newrevolving credit score facility from Barclays and a element of Interwoven andAutonomy's money reserves. post-closing Autonomy expects to have a cashbalance of at the least $75 million, assuming close in Q2'09

- All administrators and selected government officers of Interwoven andAutonomy have agreed to vote in favour of the Acquisition

- The Acquisition is expected to complete in the second quarter of 2009and is subject to Autonomy and Interwoven shareholder and regulatoryapprovals and other prevalent closing situations

- combined client base of in extra of 20,000 will supply additionalscale and significant move-promoting opportunities

- probability to deliver broader and more complete offerings tocustomers

- Combining both corporations will accelerate the delivery of the nextgeneration unstructured information management utility

- The Acquisition will make stronger Autonomy's access to the worldwidelegal and compliance industry via Interwoven's tremendous salesforce with business capabilities

- The Acquisition exploits Autonomy's skills and robust track list inintegrating companies

- expect to achieve synergies of about $forty million once a year overthe first 12 months from completion, from a combination of duplicativegeneral and administrative, advertising programs and different redundantcosts

- Acquisition expected to be salary improving within the first full quarterfollowing completion; expected salary accretion of approximately 20p.cin 2009 (assuming completion had happened on January 1, 2009)

- huge introduced ahead tax losses should be assumed

Interwoven business Highlights:

- chief in technologies for managing and improving the interplay ofhuman beings with content material and information

- accurate Gartner rating for net content management

- De facto common for prison doc administration

- established in 1995 with headquarters in San Jose, CA

- 4,600+ purchasers worldwide:

- Interwoven valued clientele consist of 1,200 of the good law enterprises, 9 ofBusinessWeek's excellent 10 international manufacturers, and 21 of the Forbes global 30

- Powers 100,000 websites, intranets and extranets

- continually potent fiscal consequences: on January 6, 2009, Interwovenannounced that it expects to record total revenues of $sixty nine.5 million to$70.0 million for the three months ended December 31, 2008, withlicense revenues of approximately $26.5 million for that length.Interwoven additionally expects to record web revenue per share of $0.21 to$0.23 on a U.S. GAAP groundwork and $0.22 to $0.24 on a non-U.S. GAAP basisfor the equal length.

Strategic motive:

Autonomy believes:

- The mixture of Autonomy's which means based mostly Computing technologies(IDOL) (with its capacity to bear in mind content material) with Interwoven's suiteof products (focussed on managing the interactions of americans andcontent) will create a new set of technologies, updating and enhancingInterwoven's products by using vastly reducing the degrees of manualeffort now required. These applied sciences are able to tackle the newneed for control-in-vicinity and lengthen Autonomy's attain right into a newcustomer base. Interwoven's items be aware of what the customerinteractions are, and Autonomy's IDOL will allow them to grasp whatthey imply. Examples of this in motion will encompass:

- aggregate will extend Autonomy's prison and regulatory utilization bytop-conclusion shoppers and regulators and the ediscovery industry intothe practices of the world's leading law businesses, making a largercombined market and a continuous chain through the complete litigationand chance management technique. The market want for this answer forlaw organizations has been pushed through regulatory changes such because the u.s.a.Federal guidelines of Civil system, which potential lots higher volumes ofcontent should be processed between the chain of the customer and thelaw enterprise. The Acquisition also makes it possible for us to prolong Autonomy's valuechain of discovery, overview, processing, early case assessment,linking these to the operations inside the law organisations. Thecombination creates the biggest enterprise dedicated to the legalinformation management business with over 20,000 shoppers including1,200 correct legislation businesses.

- The intelligence of Autonomy's IDOL expertise can be used toextend Interwoven's net content material capabilities throughout a hundred,000corporate sites, intranets and extranets already powered byInterwoven. in the course of the aggregate of Interwoven's Optimostsoftware and IDOL, Interwoven's purchasers might be in a position to optimizemultiple styles of consumer interactions, together with email, chatsessions and the mobile. Interwoven's internet options, whencombined with Autonomy etalk's industry main customerinteraction application, will marry the name core and net forcomprehensive and coherent customer interaction administration.

- The aggregate of Autonomy's Digital safe and Interwoven'sTeamSite instantly allows the archiving of all customerinteractions with corporate sites, as a result enabling effectivesolutions for the raft of contemporary regulations concerning informationshown to customers. Interwoven's global Capital Markets ("GCM")group is significant to derivatives management inside essential banks.Autonomy's technology when mixed with Interwoven's GCMcapability, will allow compliance and investigation over thehistoric and future facts sources generated during this enviornment.

- consumers will benefit from working with a number one software dealer withsignificant fiscal supplies, expertise management andcustomer-dealing with strengths in earnings, aid and knowledgeable functions.

- The surge in litigation and law on account of the introductionof the Federal rules of Civil technique and many fresh regulatorychanges has heightened the deserve to seize and take note information,primarily employee communications, customer interactions, andfinancial transactions. The mixture of Autonomy and Interwovenprovides a one-stop store for over 1,000 file codecs together with e-mail,voice, web, photos, schedules, projects, calendars, and stock trades.

- Autonomy and Interwoven have a shared vision to boost the nextgeneration of criminal and compliance software, enabling agencies tofurther automate the business enterprise, administration and processing of humanfriendly advice (textual content, varieties, emails, voice and video) fromdisparate interior and exterior repositories. Interwoven is already auser of Autonomy technology inside its items, and there are manyjoint valued clientele already in area, together with bank of the us, Bayer,Deutsche financial institution, DLA Piper, Shell, Tesco and White & Case.

Commenting on the Acquisition, Dr. Mike Lynch, neighborhood CEO of Autonomy,noted: "The aggregate of Autonomy and Interwoven, business leaders inMeaning primarily based Computing and document and content administration respectively,will continue the extension of Autonomy's IDOL as a key point of theregulatory, prison and compliance industries. Our past acquisitions haveclearly demonstrated how Autonomy can directly and quite simply leverage thepower of IDOL into new consumer bases and to tackle new client needs. Weare very normal with Interwoven, its product base and administration teamthrough our partnership and joint valued clientele over the years and see thistransaction as an exciting possibility to lengthen the chain of Autonomy'ssolutions.""Interwoven and Autonomy are two excessive-performing groups that share thesame vision enhancing the style corporations be aware and interact withinformation," said Joe Cowan, Interwoven's CEO. "We believe valued clientele willbenefit from the aggregate of Autonomy's trade-main know-how withInterwoven's unmatched position in our goal markets. we're extremelyexcited with the unique probabilities for future product route that willarise through the integration with Autonomy's IDOL technology."Deutsche financial institution and Morgan Stanley & Co limited are appearing as financialadvisors and, in keeping with Chapter eight of the checklist guidelines, sponsors toAutonomy with regards to the acquisition. Citi is a company broker toAutonomy.This summary should be read along side the whole text of theannouncement.Appendix I carries a summary of the Acquisition contract.Appendix II carries the definitions of certain terms utilized in thissummary and the total announcement.Acquisition TermsUnder the phrases of the Acquisition agreement, Interwoven stockholderswill obtain $16.20 in money for every fabulous Interwoven share,representing combination consideration of about $775 million (assumingexercise of all vested in-the-funds Interwoven share alternate options). Theconsideration could be funded in the course of the proceeds of an underwritten placingof usual shares, a new revolving credit facility of as much as $200 million andInterwoven and Autonomy's latest cash resources. The Acquisition isconditional upon, inter alia: (i) approval through Interwoven shareholders; (ii)approval by means of Autonomy shareholders at an spectacular popular meeting, noticeof which can be despatched to Autonomy shareholders in due direction; and (iii)regulatory approvals and antitrust approvals. The phrases of the Acquisitionhave been unanimously accepted by using the Boards of directors of both organizations.Interwoven has agreed to pay a smash-up price to Autonomy of $25 millionpayable below the transaction agreement upon certain termination pursuits.Autonomy may additionally also be required to pay a wreck-up charge to Interwoven of $25million below the Acquisition settlement in certain instances.additional particulars of the terms of the Acquisition agreement are set out inAppendix I.fiscal OverviewFor the fiscal year ended December 31, 2007, under US GAAP, Interwovenhad revenues of $225.7 million (in comparison to $200.three million for the fiscalyear ended December 31, 2006). profits earlier than tax for the fiscal yr endedDecember 31, 2007, have been $23.2 million (in comparison to $8.6 million for thefiscal 12 months ended December 31, 2006). On January 6, 2009, Interwovenannounced that it expects to file complete revenues of $sixty nine.5 million to $70.0million for the three months ended December 31, 2008, with license revenuesof approximately $26.5 million for that period. Interwoven also expects toreport net salary per share of $0.21 to $0.23 on a U.S. GAAP groundwork and $0.22to $0.24 on a non-U.S. GAAP basis. The non-U.S. GAAP consequences exclude theexpected amortization of inventory-based mostly compensation fee of approximately$3.0 million, amortization of purchased technology of approximately $seven-hundred,000,amortization of intangible assets of approximately $seven-hundred,000 and the relatedtax impact of about $4.0 million. These expected effects are primarily based onpreliminary suggestions.prevalent meeting of AutonomyThe Acquisition is conditional, inter alia, on the approval of Autonomyshareholders at a generic assembly, be aware of which can be sent toshareholders in due direction.advice on InterwovenInterwoven is a global leader in content management solutions.Interwoven's software and services enable companies to maximize onlinebusiness performance and prepare, discover, and govern business content material.Interwoven solutions unlock the price of content material through providing the rightcontent to the right person within the right context on the appropriate time. Over4,600 of the area's leading groups, knowledgeable features businesses andgovernments have chosen Interwoven, including adidas, Airbus, Avaya, BT,

Cisco, Citi, Delta Air lines, DLA Piper, FedEx, provide Thornton, HiltonHotels, Hong Kong trade and building Council, HSBC, LexisNexis,MasterCard, Microsoft, Samsung, Shell, Qantas Airways, Tesco, Virgin Mobileand White & Case.Interwoven is listed on the NASDAQ national Market under the tickersymbol "IWOV", and has its headquarters in San Jose, California.For the monetary year ended December 31, 2007, Interwoven mentioned underU.S. GAAP gross assets of $468.four million and earnings from operations of $13.9million.TimetableAutonomy intends to ship a circular to its shareholders containing anotice of conventional meeting in due route (the "circular"), to be able to additionally setout the timetable for the Acquisition. Assuming all conditions are satisfied,Autonomy at the moment expects the Acquisition to finished in the 2nd quarterof 2009.No statement during this announcement is intended to be a profit forecast andno observation in this announcement may still be interpreted to mean that earningsper share of Autonomy for the current or future economic years wouldnecessarily healthy or exceed the historic published income per share ofAutonomy.Deutsche financial institution and Morgan Stanley & Co. restricted are appearing as financialadvisors, and in keeping with Chapter 8 of the record guidelines, sponsors toAutonomy in reference to the Acquisition.Deutsche financial institution AG is accepted under German Banking legislations (competentauthority: BaFin - Federal fiscal Supervising Authority) and controlled bythe fiscal capabilities Authority for the conduct of UK business. DeutscheBank AG is appearing for Autonomy and nobody else in connection with theAcquisition and the putting and should now not be liable to anybody different thanAutonomy for presenting the protections afforded to consumers of Deutsche Banknor for offering suggestions in connection with the Acquisition and inserting.Morgan Stanley & Co. limited, which is accepted and controlled by means of theFinancial functions Authority, is appearing exclusively for Autonomy Corporationplc and for no one else in reference to the Acquisition and the Placingand aren't accountable to any one aside from Autonomy business enterprise plc forproviding the protections afforded to the consumers of Morgan Stanley & Co.constrained or for providing tips in relation to the Acquisition and thePlacing or any transaction or association noted herein.This announcement does not constitute, or form a part of, an offer to sell,or the solicitation of a suggestion to subscribe for or buy any securities.This announcement isn't a suggestion of securities on the market in or into theUnited States. Any securities issued in connection with the Acquisition havenot been and should no longer be registered below the U.S. Securities Act of 1933, asamended (the "Securities Act") and may no longer be offered, sold, taken up orrenounced within the u.s. absent registration under the Securities Actor an relevant exemption from such registration. There should be no publicoffering of securities within the u.s.. The standard shares have notbeen and will no longer be registered with any regulatory authority of any state orother jurisdiction of the united states.Any response with regards to the Acquisition may still be made only on thebasis of the information within the round. Autonomy urges Shareholders andprospective Shareholders to study the round when it becomes availablebecause it is going to comprise vital tips relating to the Acquisition.definite statements made in this announcement are forward-lookingstatements. These forward-searching statements don't seem to be historic data butrather are in accordance with the business's present expectations, estimates andprojections about its industry, its beliefs and assumptions. words akin to"anticipates," "expects," "intends," "plans," "believes," "seeks,""estimates," and an identical expressions are supposed to identify ahead-lookingstatements. These statements don't seem to be ensures of future performance and aresubject to commonly used and unknown hazards, uncertainties and different factors, some ofwhich are beyond the business's handle, are problematic to foretell and couldcause specific consequences to differ materially from those expressed or forecastedin the ahead-searching statements. These elements consist of, amongst others, theability to consummate the transaction; the skill of Autonomy tosuccessfully combine Interwoven's operations and employees; the potential torealise expected synergies and value mark downs; know-how hazards, includingdependence on core technology; fluctuations in quarterly effects; dependenceon new product development; rapid technological and market alternate; relianceon earnings by others; management of increase; dependence on key personnel; rapidexpansion; growth of the cyber web; monetary risk management; and futuregrowth area to risks. The business cautions shareholders and prospectiveshareholders no longer to place undue reliance on these forward-looking statements,which mirror the view of the company most effective as of the date of thisannouncement. The ahead-looking statements made in this announcement relateonly to activities as of the date on which the statements are made. The Companywill now not undertake any responsibility to liberate publicly any revisions orupdates to those forward-searching statements to mirror hobbies, circumstancesor unanticipated movements happening after the date of this announcement exceptas required with the aid of legislation or by way of any applicable regulatory authority.APPENDIX ISummary of the Acquisition AgreementAutonomy has entered into an contract and Plan of Merger dated January22, 2009, to acquire Interwoven, Inc. (the "Acquisition contract").beneath the Acquisition contract, the transaction is structured as areverse triangular merger whereby an oblique utterly owned subsidiary ofAutonomy will merge with and into Interwoven with Interwoven surviving as anindirect completely-owned subsidiary of Autonomy. the dignity payable toInterwoven shareholders might be $16.20 per share in cash.The Acquisition settlement consists of ordinary representations, warrantiesand covenants for both parties. additionally, Autonomy and Interwoven haveagreed to file the mandatory documentation with the FTC and DOJ as right now aspracticable after the execution of the Acquisition contract.Closing of the Acquisition is conditional upon, inter alia: approval byAutonomy shareholders at a well-known assembly; approval through Interwovenstockholders; expiration of any ready length under the HSR Act; no materialadverse effect on Interwoven shall have befell; and Interwoven having atleast $174,198,525 if the closing happens previous to March 20, 2009; at least$179,198,525 if the closing happens between March 20, 2009 and March 31, 2009;and at the least $185,198,525 if the closing occurs between April 1, 2009 and thethree month anniversary of the date of signing the Merger contract.

The Acquisition settlement contains definite termination provisions:

- both party may also terminate if the Acquisition isn't closed through June 22,2009, as such day could be prolonged with the aid of either birthday party until September 22,2009 if antitrust clearance is the most effective closing situation("Termination Date");

- both birthday party may also terminate if approval of Autonomy's or Interwoven'sstockholders is not got or if the merger turns into illegal;

- either birthday party may also terminate under definite circumstances if the otherparty breaches its representations, warranties or covenants and suchbreach isn't cured within 20 days;

- Autonomy may also terminate if (A) Interwoven breaches the non-solicitationprovision beneath certain instances; (B) Interwoven withdraws ormodifies adversely its Board recommendation or (C) Interwoven takescertain other prohibited actions with admire to a third celebration inspiration("Triggering events");

- Interwoven may terminate to settle for a superior thought, supplied thatAutonomy shall have a 72-hour duration to negotiate and match thesuperior offer;

- Interwoven may terminate if Autonomy's Board of directors no longersupports the transaction; and

- Interwoven may also terminate if Autonomy fails to reap proceedssufficient to consummate the transaction or fails to shut thetransaction by using the earlier of 15 enterprise days after the satisfactionor waiver of the transaction's closing situations, or the day precedingthe Termination Date.

Interwoven has agreed to pay Autonomy a damage-up fee of $25 million if(A) Autonomy terminates the Acquisition because of the Triggering Eventsspecified above, (B) the Acquisition does not close because of the failure ofInterwoven to gain stockholder approval, and in advance of such time anacquisition inspiration is pending and within one year of this termination anacquisition of Interwoven is consummated, or (C) Interwoven terminates theagreement to accept a superior inspiration. in addition, Interwoven has agreedto pay Autonomy a damage-up price of $7 million if the Acquisition does notclose due to the failure of Interwoven to acquire stockholder approval.Autonomy has agreed to pay Interwoven a damage-up price of $25 million(subject to such fee being prison under relevant law) if the AcquisitionAgreement is terminated due to (A) Autonomy's administrators now not supportingthe Acquisition, (B) Autonomy failing to obtain proceeds ample toconsummate the transaction or failing to shut the transaction through the earlierof 15 company days after the satisfaction or waiver of the transaction'sclosing conditions, or the day preceding the Termination Date, or (C)Autonomy failing to attain shareholder approval.APPENDIX IIKey DefinitionsThe following primary definitions observe right through this doc unlessthe context requires in any other case."Autonomy" or "business" potential Autonomy employer plc"Acquisition" means the proposed acquisition of Interwoven with the aid of the Companyon the terms and area to the situations set out in the AcquisitionAgreement"Acquisition agreement" capability the agreement and Plan of Merger datedJanuary 22, 2009, between Autonomy and Interwoven. and an indirectwholly-owned subsidiary of Autonomy"established assembly" skill the accepted assembly of Autonomy to be convened toseek approval from the holders of usual Shares of the Acquisition"FX" means overseas change"neighborhood" means Autonomy and its subsidiaries and subsidiary undertakings"Interwoven" means Interwoven, Inc."common Shares" skill usual shares of 1/third pence each in thecapital of Autonomy"united states" means the USA of the us, its territories andpossessions, any state of the united states and the District of Columbia


Autonomy financial Media Contacts:Edward BridgesFinancial Dynamics+forty four(0)20-7831-3113

Autonomy Analyst and Investor Contacts:Sushovan Hussain, Chief financial OfficerAutonomy agency plc+44(0)1223-448-000

supply Autonomy company plc

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EE0-065 exam Dumps Source : Interwoven TeamSite 6.5 Technical Consultant

Test Code : EE0-065
Test Name : Interwoven TeamSite 6.5 Technical Consultant
Vendor Name : ExamExpress
Q&A : 189 Real Questions

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