UPDATE 4-Autonomy to buy Interwoven for $775 mln

Thu Jan 22, 2009 10:48am EST

* Interwoven stockholders to get $16.20 a share

* Autonomy raises 223 mln pounds to fund the deal

* Sees $40 mln of synergies in first yr after completion

* Earnings enhancing in first quarter after completion

* Autonomy shares up over 4 pct (Adds valuations, placement details)

By James Davey and Daisy Ku

LONDON, Jan 22 (Reuters) - British software company Autonomy Corp. AUTN.L agreed to buy U.S. content management group Interwoven Inc IWOV.O for $775 million to boost its access to the worldwide legal and compliance industry.

Analysts said the deal would allow Autonomy -- whose software helps firms search varied data including presentations, video and voicemail -- to cross-sell to Interwoven's many law-firm clients as tougher regulation forces companies to manage data more carefully.

Interwoven stockholders will receive $16.20 a share, a premium of 36.8 percent to Wednesday's closing share price of $11.84. The deal values Interwoven at about 18 times 2009 earnings, or 2 times enterprise value to sales, according to UBS analysts.

The deal was funded by a share sale by Autonomy on Thursday, a $200 million loan provided by Barclays (BARC.L) and cash reserves.

Interwoven is strong in content-management software and historically competed with Documentum, now a unit of EMC Corp (EMC.N), FileNet, now part of IBM (IBM.N) and Open Text (OTC.TO) of Canada.

Interwoven has 4,600 customers, including 71 percent of the top 100 law firms and 100,000 corporate websites.

Autonomy said the deal should boost 2009 earnings by 20 percent including benefits from tax carry-forward losses and synergies. It was advised by Deutsche Bank (DBKGn.DE) and Morgan Stanley (MS.N).

It anticipates $40 million of cost synergies and expects a gross cash position of $75 million after the deal completes in the second quarter of 2009.

Autonomy raised 222.7 million pounds ($306.5 million) in a share sale arranged by Citi (C.N), Deutsche Bank and Morgan Stanley.

It sold 21.56 million new shares, representing 10 percent of its enlarged share capital, at 1033 pence each, at par to Wednesday's close. That price values Autonomy at about 16 times 2009 earnings or 5 times enterprise value to sales in 2009.

At 1410 GMT shares in Autonomy were up 3 pct at 1064 pence, valuing the business at around 2.3 billion pounds.

The company beat forecasts for adjusted earnings per share (EPS) on Wednesday and said it was optimistic for this year. Its full-year sales hit $503.2 million, up 47 percent and adjusted EPS were $0.68, 81 percent up on 2007. [ID:nLL735471] (Additional reporting by Quentin Webb; Editing by Rupert Winchester)

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