Allen & Overy advising Interwoven, Inc. on cash acquisition by Autonomy Corporation plc – UK Legal Newswire

LONDON – – Allen & Overy LLP is providing advice on English legal and regulatory matters to Interwoven, Inc. (“Interwoven”) on its acquisition by Autonomy Corporation plc (“Autonomy”) for US$775 million in cash. Interwoven is a NASDAQ listed company specialising in content management software solutions. Fenwick & West LLP is advising Interwoven on US law.
Under the terms of the deal, Interwoven stockholders will receive US$16.20 in cash for each outstanding Interwoven share, representing a premium of 36.8% to the closing share pricing of US$11.84 on 21 January 2009. The aggregate consideration of approximately US$775 million payable in cash (assuming exercise of all vested in-the-money Interwoven share options) is to be funded by an underwritten placing of ordinary shares of Autonomy, a new revolving credit facility and a portion of Interwoven’s and Autonomy’s cash reserves.

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 closing conditions. Post-closing, Interwoven will be merged into a subsidiary wholly-owned by Autonomy.

The team is being led in London by corporate partners Ian Stanley and Ed Barnett and assisted by corporate senior associate Simon Toms. Banking advice is being provided by finance partner Andrew Bamber assisted by Daniel Finch. Employment & Benefits advice is being provided by incentives partner Sylvie Watts assisted by Saba Rais.
Autonomy is being advised by Morgan, Lewis & Bockius on US law and by Ashurst LLP on English law.
For further information please contact Derek Gilmour,, on +44 20 3088 2116.

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