WSJ.com reports that Autonomy Corporation, a global infrastructure software company, agreed to acquire Interwoven — the Enterprise CMS vendor that is supposed to report its Q4 2008 financial results in several days (expecting total revenues of $69.5m to $70.0m). Most recently, Interwoven announced a round of layoffs.
Autonomy and Interwoven have entered into a definitive agreement today. The details are scarce at the moment. What is Interwoven worth? $775 million or $16.20 per share.
- 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
- 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
- All directors and selected executive officers of Interwoven and Autonomy have agreed to vote in favor of the acquisition
- The Acquisition is expected to complete in the second quarter of 2009
- Combined customer base of in excess of 20,000 (4,600 of them worldwide belong to Interwoven) will provide additional scale and significant cross-selling opportunities
- 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 acquisition will strengthen Autonomy’s access to the worldwide legal and compliance industry through Interwoven’s significant sales force
- The acquisition exploits Autonomy’s skills and strong track record in integrating businesses
- Expect to achieve synergies of approximately $40 million per annum over the first year from completion
- Acquisition expected to be earnings enhancing in the first full quarter following completion; expected earnings accretion of approximately 20% in 2009 (assuming completion had happened on January 1, 2009)
- Significant brought forward tax losses will be assumed
“Interwoven and Autonomy are two high-performing companies that share the same vision improving the way organizations understand and interact with information,” said Joe Cowan, Interwoven’s CEO. “We believe customers will benefit from the combination of Autonomy’s industry-leading technology with Interwoven’s unmatched position in our target markets. We are extremely excited with the unique possibilities for future product direction that will arise through the integration with Autonomy’s IDOL technology.”
Certainly, a very interesting development in the Enterprise Content Management space. Who is next? Vignette? And, more importantly, more layoffs are on the way?