Verity Clears U.S. Antitrust Review on Acquisition by Autonomy
SUNNYVALE, Calif. - Dec. 1, 2005 - Verity Inc. (NASDAQ: VRTY), a leading provider of business search and process management software, today announced that the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the proposed acquisition of Verity by Autonomy Corporation plc (LSE: AU. or AU.L), a global leader in infrastructure software.
On November 4, 2005, Verity and Autonomy announced that they had entered into a definitive merger agreement for Autonomy to acquire Verity for $13.50 per share. Consummation of the transaction remains subject to other customary pre-closing conditions, including approval by Verity's stockholders.
About Verity
Verity provides business search and process management software that more than 15,000 organizations rely on to gain greater visibility to and value from their people, processes and information. Verity business search solutions provide unified results from multiple, simultaneous searches across targeted sources from the desktop to the enterprise. Verity Search, built to perform in a business environment, is tunable to relevance needs in a secure and compliant way.
Verity process management solutions bring together and automate paper-and digital-driven processes so organizations can bridge the gaps between their people, paper and systems and perform more efficiently. Verity technologies are also embedded as core components of more than 260 OEM applications from leading independent software vendors. Around the world, our customers include companies of all sizes, from small and mid-size businesses to the Global 2000, as well as public sector organizations. Corporate customers include ABB, AT&T, AXA, Bristol-Myers Squibb, Capgemini, Capital One, Cisco, Deloitte Consulting, EDGAR Online, Ford, GMAC, Hewlett-Packard, Kaiser Permanente, Mayo Foundation, PricewaterhouseCoopers, UBS and Verizon. In the public sector, customers come from all levels and branches of government, including the U.S. General Services Administration, the U.S. Department of Defense, including the armed forces units, and the U.S. Departments of Energy and Justice. Independent software vendors that integrate Verity technology include EMC Documentum, FileNet, Lotus, Oracle, Stellent, TIBCO and Xerox DocuShare.
Listed on the NASDAQ under the ticker symbol VRTY, Verity has its headquarters in Sunnyvale, California.
About Autonomy
Autonomy Corporation plc (LSE: AU. or AU.L) is a global leader in infrastructure software for the enterprise. Autonomy's technology powers applications dependent upon unstructured information including call center, customer relationship management, knowledge management, enterprise portals, enterprise resource planning, online publishing and security applications. Autonomy's customer base comprises more than 1,000 global companies and organizations including, among others, BAE Systems, Ford, Ericsson, Shell, Nestle, AOL, BBC, Reuters, Hutchison 3G, the BBC, ITN, Knight Ridder, Reuters, France 2, Warner Brothers, the National Basketball Association, Harrah's Entertainment, Forbes.com, DirecTV, CNN, the Associated Press, Sony, Tiscali, T-Mobile, Vodafone, Royal Sun Alliance, Sun Microsystems, Philips, Boeing, Schneider Electric, Coca Cola, GlaxoSmithKline, Citigroup, ABN AMRO, Deutsche Bank, Nomura, the New York Stock Exchange, Daimler Chrysler, Kraft Foods, Lloyds TSB, the U.S. Department of Homeland Security, the U.S. Securities and Exchange Commission, NASA and the U.S. Department of Energy. Strategic reseller and OEM partners include leading companies such as BEA, Business Objects, Citrix, EDS, IBM Global Services, Novell, Veritas, Vignette, Supportsoft and Sybase. The company has offices worldwide.
Additional Information About the Proposed Transaction and Where You Can Find It
In connection with the proposed transaction, Verity intends to file a proxy statement and other relevant materials with the Securities and Exchange Commission ("SEC"). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF VERITY ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant materials, and any other documents filed by Verity with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, stockholders of Verity may obtain free copies of the documents filed with the SEC by contacting Verity Investor Relations at 408-542-4472 or by mail to Verity, Inc., 894 Ross Drive, Sunnyvale, CA 94089. You may also read and copy any reports, statements and other information filed by Verity with the SEC at the SEC public reference room at 450 Fifth Street, N.W. Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Verity and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Verity stockholders in favor of the proposed transaction. Certain executive officers and directors of Verity have interests in the transaction that may differ from the interests of stockholders generally, including acceleration of vesting of stock options, benefits conferred under retention, severance and change in control arrangements, and continuation of director and officer insurance and indemnification. These interests will be described in the proxy statement when it becomes available.
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