AUTONOMY CORPORATION PLC ANNOUNCES AGREEMENT TO ACQUIRE VERITY, INC.
Proposed $500 million acquisition of Verity, Inc.
CAMBRIDGE, ENGLAND - 4 November 2005 - Autonomy Corporation plc, a global leader in infrastructure software, and Verity, Inc., a leading provider of business search and process management software, today announce that they have entered into a definitive agreement under which Autonomy will acquire Verity.
Acquisition Highlights
Under the terms of the Acquisition Agreement, it is proposed that Verity stockholders will receive $13.50 in cash for each outstanding Verity share, representing a premium of 30% to the closing share price of $10.37 on 3 November 2005.
Aggregate consideration of approximately $500 million (assuming exercise of all vested in-the-money Verity share options), funded by certain capital raising measures, a term loan and a portion of Verity and Autonomy's cash reserves. Post-closing Autonomy expects to have a cash balance of at least $65 million.
Dr. Mike Lynch, Autonomy group CEO and co-founder, will continue as Chief Executive Officer of the expanded group. Anthony Bettencourt, CEO of Verity, will assume the position of CEO, Autonomy, Inc., the U.S. subsidiary of Autonomy. Stouffer Egan, current CEO, Autonomy, Inc., will move to Autonomy group and assume the position of Autonomy group Chief Strategy Officer
All shareholding directors and executive officers of Autonomy and Verity have agreed to vote in favour of the Acquisition
The Transaction is expected to complete in late 2005 and is subject to Autonomy and Verity shareholder and regulatory approvals and other customary closing conditions
Commenting on the Acquisition, Dr. Mike Lynch, Group CEO of Autonomy, said: "This is a transformational acquisition for Autonomy. The combination of Verity's core competencies within IDOL will extend the adoption of our Intelligent Data Operating Layer as the standard for handling all forms of unstructured information. We are bringing together two world-class companies that will substantially increase our scale and diversify our revenue streams. We believe the Acquisition will enable us to provide a significantly enhanced product offering to both companies' clients, whilst continuing to lead innovation in the industry. We are looking forward to working together with the extremely talented teams at Verity and offering all of our customers the benefits of automation."
"By Verity uniting with Autonomy, our combined 16,000 customers will benefit from the blend of technology leadership and customer-facing strengths in sales, support and professional services, all under one corporate banner," said Anthony Bettencourt, Verity Chief Executive Officer. Mr. Bettencourt continued: "Autonomy's technology has been designed over the years to be compatible with Verity's products as is evidenced in existing joint customers. The combination will make available to each company's customers the next generation technology and most advanced suite of functionality, whilst protecting investments in Verity's products."
Acquisition Terms
Under the terms of the Acquisition Agreement, Verity stockholders will receive $13.50 in cash for each outstanding Verity share, representing aggregate consideration of approximately $500 million (assuming exercise of all vested in-the-money Verity share options). The cash portion of the consideration will be funded through the proceeds of a rights issue (which is not open to US shareholders, subject to certain exceptions), a term loan of up to $60 million and Verity's and Autonomy's existing cash resources. The Acquisition is conditional upon, inter alia: (i) approval by Verity shareholders; (ii) approval by Autonomy shareholders at an Extraordinary General Meeting, notice of which will be sent to Autonomy shareholders in due course; and (iii) regulatory approvals, including antitrust approvals. The terms of the Acquisition have been unanimously approved by the Boards of Directors of both companies. Verity has agreed to pay a break-up fee to Autonomy of $12 million payable under the Acquisition Agreement upon certain termination events. Autonomy may be required to pay a break-up fee to Verity of $6.7 million under the Acquisition Agreement in limited circumstances relating to breach of financing obligations.
Timetable
Autonomy intends to send materials to Autonomy shareholders in due course. Assuming all conditions are satisfied, Autonomy currently expects the Acquisition to complete in late 2005.
Enquiries:
Autonomy Financial Media Contacts:
Autonomy Analyst and Investor Contacts:
Edward Bridges
Financial Dynamics
+44 (0)20 7831 3113
This announcement does not constitute, or form part of, an offer to sell, or the solicitation of an offer to subscribe for or buy any securities to be issued or sold in connection with the transactions described herein.
This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for or buy any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
This announcement is not an offer of securities for sale in or into the United States or any jurisdiction in which such an offer or solicitation is unlawful. Any securities issued in connection with the Acquisition have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered, sold, taken up or renounced in the United States absent registration under the US Securities Act or an applicable exemption from such registration.
Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates and projections about its industry, its beliefs and assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These factors include, amongst others, the ability to consummate the transaction; the ability of Autonomy to successfully integrate Verity's operations and employees; the ability to realise anticipated synergies and cost savings; technology risks, including dependence on core technology; fluctuations in quarterly results; dependence on new product development; rapid technological and market change; reliance on sales by others; management of growth; dependence on key personnel; rapid expansion; growth of the internet; financial risk management; and future growth subject to risks. The Company cautions Shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
Summary: ...AiO system we found everything we were looking for in a storage solution – ease-of-use, data mirroring, scalability and reliability – at a price that fit our budget.” − Michael Altynikov, Chief Information Officer, City of Ariel Objective: Provide highly available, easily-managed shared storage...
Summary: ...Process Automation. There’s now less time chasing approvals and more time writing competitive proposals. Like most academic institutions, grants are vital to the financial health of Iowa State University (ISU). Not only does grant money help keep tuition costs down, grants and other funded programs...
Summary: ...is driven by an institutional proposal data form. This two-page form collects pertinent information about the proposed project, such as name of principal investigator and funding amount, and gathers approvals from the departments who bear institutional responsibility for complying with the conditions...
Summary: ...disparate networks where information was stored. We couldn’t quantify what overall content we had because they were kept in different silos with no consistent management. There was no cohesion in our editorial file management, which hampered internal collaboration.” Security was another issue of importance...
Summary: ...and related services. To implement the Mission three operational directions are pursued: lending to the small and medium-sized enterprises (SME) – promotion of economic activity under state approved and supported programs initiation of legislation and issuing of mortgage bonds - development of mortgage...
Summary: ...Southern Africa. In addition, research funding is allocated to multiregional research through international agricultural research centres. “There has been significant user acceptance with faster access to information. We have certainly greatly improved our corporate record keeping and knowledge management...
Summary: ...established, each one created its own filing standards for managing documents and other types of content. This created confusion when we needed to shift resources to accommodate changing project requirements.” Because employees naturally become accustomed to using certain systems and technologies, when...
Summary: ...City of Boston - Case Study. The leave and time-off forms are integrated with Microsoft Access and Outlook so that the members of the team have visibility to the schedule across the organization, providing the ability to see approved advanced leave available on the public calendar. This also provides...
Summary: ...County Department of Public Health. The Division utilizes the funds received from various levels of government (federal, state, and county) in managing approximately 200 contracts within a network of 65 community-based organizations and 10 county departments in an effort to maximize access to services...
Summary: ...took place via email, phone, and physical shipments, hampering effciency. Interwoven provided the best-of-breed solution Korein Tillery was looking for. “Several products were demonstrated for the infrastructure committee, but FileSite immediately captured its unanimous approval,” Zigler reports....
Summary: ...Archiving and data protection | IT case study | Bon-Ton Stores | HP. “Even though conditions were tough, the management team was able to proactively manage inventories effectively, decreasing the need for markdowns.” Recipe for success To empower more informed decision-making, the BonTon IT team launched...
Summary: ...knowledge managers to automatically make available knowledge assets that help perform specific legal tasks. For example the process associated with filing a certain type of motion in a specific jurisdiction is presented in the form of an online book with its chapters representing the process in a step...
This is a small selection of the Autonomy case studies available, please visit our publications site at http://publications.autonomy.com/ for more information.
Summary: ...to multiple users for managing parallel modifications and approvals. In a perfect world, all incoming invoices have the same payment terms, reference valid P.O. numbers, and are assigned to approved vendors. In addition, line items match items ordered and received, and totals match totals. As a result,...
Summary: ...risks Transaction volume sensitivity Processing errors Trading delays/backlogs Back-office operational costs INCREASE: Accuracy and process integrity Accountability and security Transaction capacity Compliance with regulatory requirements Integration with existing systems n Reduce trade processing times...
Summary: ...The rise of mergers and acquisitions within firms and within corporations has led to conflicts that may not have been foreseen at the outset of the matter, with increases in lateral hiring across firms further complicating the issue. iManage ConflictsManager examines complex and disparate data sources...
Summary: ...and transportation. The economic meltdown has triggered unparalleled mergers and acquisitions and unfortunately massive litigation. The FBI has reported dozens of investigations and over 1400 mortgage-fraud cases and shareholder lawsuits nationwide. Many financial institutions are facing these very issues...
Summary: ...Autonomy Global Capital Markets Solution Brief. Capital Markets Compliance In challenging times, the only certain factor is the desire for greater control and visibility of information that resides in an array of internal and external systems that form the core of the global capital markets. Users in...
Summary: ...process can be reduced from weeks to hours. • Corporate - Review & Approvals of Important Documents: Corporations frequently create important documents that require multiple levels of review & approval for compliance to company policies, such as contracts that are created as part of sales transactions,...
Summary: ...practice needs of a particular organization. A set of message-based tools enables one-step approval or escalation depending on the appropriate action. Reviewers may mark an email as accepted, send it back to the author with a warning, or escalate it to a case officer for further action. Each of these...
Summary: ...of enterprise data is located not on centrally managed servers, but on remote servers, desktops, and laptops. With an increasingly mobile workforce expanding by more than 20 percent annually — currently about 900 million workers—that figure is certain to grow. This scattering of sensitive data represents...
Summary: ...has triggered unparalleled mergers and acquisitions and unfortunately massive litigation. The FBI has reported dozens of investigations and over 1400 mortgage-fraud cases and shareholder lawsuits nationwide. Many financial institutions are facing these very issues today and are bracing for the anticipated...
Summary: ...m SAP transactions to link incoming documents to Meridio by Barcode; m Document transfer from all appropriate SAP modules; m A more efficient system for storage and retrieval of documents through configuration with Meridio as the Content Server; m Configuration to store certain documents, matching certain...
Summary: ...document. The ability to reuse previously approved language reduces review and approval times freeing up high value resources and allowing for more business transactions. Key Features Feature What It Does Integrated User Interface Template Manager is seamlessly embedded into Microsoft Word, providing...
This is a small selection of the Autonomy Product Briefs available, please visit our publications site at http://publications.autonomy.com/ for more information.
Summary: ...The 4 Keys: Core Competencies to Winning the Compliance and Audit Game. Maintain adequate records to provide fair view of organization’s financial condition and publish financial statements that reflect that condition. Reg D: Maintain reserve balances either with their Federal Reserve Bank or as cash...
Summary: ...and electronic, or exclusively for digital records. Certainly the fully digital environment offers greater potential for flexibility and clever capture and metadata tagging techniques. Other issues to be considered are: • What other systems, schemes, or processes need to be taken into consideration?...
Summary: ...do so usually requires a detailed business case and will require the agreement of a number of business managers. It requires strong project management and executive sponsorship. The justification is likely to be based on five main considerations: 1. Costs savings as a result of better management of information...
Summary: ...Most regulated organizations are taking a measured approach to social media and starting with a limited number of employees and approved social media sites. In the near-term, this means that organizations may appropriately focus on certain categories of models or capture methods. In the long-term, firms...
Summary: ...entities, but never identified until it was too late. Hedge Fund Managed by Investment Bank One early casualty of the credit crisis occurred at a hedge fund managed by Bear Sterns.7 In 2006, the fund began investing more heavily in CDOs and CDO2s,8 which were largely comprised of subprime mortgage backed...
Summary: ...Corporation uses an Intelligent Documents solution to process auto loan applications in only minutes. The data on the applications is automatically read and validated before being transferred to databases for analysis. The system has accelerated the approval/ rejection cycle on loans to eight minutes...
Summary: ...from the competence of the representation or (2) result in the loss of documents that the client may later need and may reasonably expect the lawyer to preserve. Emails are different than other electronic documents because transactional documents, pleadings, draft correspondence and related electronic...
Summary: ...are organized and maintained does not (1) detract from the competence of the representation or (2) result in the loss of documents that the client may later need and may reasonably expect the lawyer to preserve. Emails are different than other electronic documents because transactional documents, pleadings,...
Summary: ...day exacerbates the problem. Every day there’s more to manage, and it’s a bit harder to protect the company. Nevertheless, senior corporate executives are expecting a reduction in legal expenses. Pressure to increase profit and shareholder value is as commonplace as ever. And both general counsel...
Summary: ...protection and maintenance all managed from a central point; ? Robust infrastructure on tap – no need to invest in your own; ? Converged services, with voice and data all accessed across one network; ? Better by agreement – service levels agreed from day one, with 24/7 support; ? More services – available...
Summary: ...high requirements on storage in the system as duplicate data is needed, while the latter slows down the system as processes that update can get delayed while they wait on each other for a particular piece of data. In many ways, the data volume problem is an easier issue to deal with: to solve it, one...
This is a small selection of the Autonomy White Papers available, please visit our publications site at http://publications.autonomy.com/ for more information.
Related Case Studies
Find us on Facebook
Follow us on Twitter
See us on YouTube
Find us on LinkedIn
