- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
23 January 2009 - 12:52AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
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Filed by the Registrant
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Filed by a
Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to § 240.14a-12.
INTERWOVEN, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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identify the filing for which the offsetting fee was paid previously. Identify the previous
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Filed by Interwoven, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Interwoven, Inc.
Commission File No.: 000-27389
The following is a letter sent on January 21, 2009 to Interwoven, Inc.s employees from
Joseph L. Cowan, Chief Executive Officer of Interwoven. This letter was sent via electronic
mail.
Today is a very exciting day for Interwoven. Weve entered into a definitive agreement to be
acquired by Autonomy, the clear leader in enterprise search and end-to-end eDiscovery and the front
runner in Meaning-Based Computing. This acquisition brings together two quality, high performing
companies who share a vision to fundamentally change the way organizations discover, analyze and
manage information. The combined company will have more than 2,000 employees and 20,000 customers.
Who is Autonomy?
In case you are not familiar with Autonomy, let me share a bit of information with you. Autonomy is
a publicly-listed company with a $3B market capitalization and dual headquarters in Cambridge, UK
and San Francisco, California. The company is known for its consistently strong financial
performance, solid sales and marketing execution, and innovative technology. Autonomy reported its
annual results for 2008 yesterday, exceeding expectations with record revenues of $503 million and
revenue growth approaching 50%. Their clients represent the top end of the market across all
sectors including: financial services (JP Morgan, Citi, Deutsche Bank, Lloyds TSB), legal (Clifford
Chance, Deloitte, Huron), technology (McAfee, Symantec, Xerox), and intelligence/defense (BAE
Systems, multiple US intelligence agencies, US DEA, and the European Commission).
The fundamental driver for Autonomys growth is the explosion of unstructured information (e-mails,
instant messages, web pages, electronic documents, audio and video). This change in IT architecture
affects all market areas, and Autonomys unique ability to understand the meaning of information
gives the company a clear and differentiated advantage. In addition to being in the front of
Meaning-Based Computing, Autonomy is the clear leader in enterprise search with double the share of
its nearest competitor. The company is the fastest growing eDiscovery software and service
provider, and has been named a top eDiscovery provider three years in a row by analyst firm,
Socha-Gelbmann.
What is the strategic rationale for this combination?
This is a strategic acquisition at an unmatched time of market opportunity. The combination of
Autonomys industry-leading technology with Interwovens unmatched position in our target markets
creates a winning combination. In the Web Solutions business, Interwoven can extend Autonomys
technology into over 100,000 websites. In the Professional Services market, Interwovens position
as the
de facto
standard in legal document management, provides a strong link between law firm
operations and Autonomys legal and regulatory usage in corporations. This combination will create
a continuous chain through the entire information management and litigation process, streamlining
the processes that occur between the law firm and its clients. For Global Capital Markets, Autonomy
sees a powerful combination of Interwovens derivatives contract management with its archiving and
compliance business for financial services companies.
Like Interwoven, Autonomy has both on-premise software and Software-as-a-Service (SaaS)
businesses. Autonomy sees tremendous opportunity to extend and enhance Interwovens Discovery
Mining and Optimost hosted businesses. Autonomy has five secure data centers with more than
6,000
servers, managing over seven petabytes of data for litigation, investigations and regulatory
compliance.
What this acquisition means to you
First of all, its business as usual and its more important than ever that you stay focused and
perform at the highest level. We expect the transaction to close by Q2, and we will continue to
operate as independent companies until that time. Its an important time to reach out to customers;
be proactive and enthusiastic in communicating information to them. Each of us has a responsibility
to communicate accurate and consistent information to our contacts at prospects, customers and
partners. It really will make a difference.
Next, I want to share with you that Autonomy has a proven track record in successfully integrating
companies. In fact, it was awarded the Achievement of the Year Award in 2006 by the London Stock
Exchange for the success of its acquisition and integration of Verity. Acquisitions have flourished
inside of Autonomy where they run as separate groups such as Autonomy ZANTAZ, Autonomy etalk and
Autonomy Meridio. In this model, we get all of the advantages of the group and were also able to
focus and specialize as a unique entity. We will be able to share people and technologies across
groups which makes us much more powerful in the market and in front of the customer
Most importantly, you will be presented with new, rewarding opportunities. Founded and managed by a
leading researcher from Cambridge University, Autonomy has an innovative and open-minded culture.
Every individual has an opportunity to stand out and make a difference across all functions and
geographies. For those of you in sales, you will have more products to sell, larger opportunities,
more diverse markets, and more lead generation. For those of you on the technical side, you will be
cross-trained in fascinating new technologies that include pioneering work in processing voice and
video, network transport and cloud archiving.
We will have an all hands meeting on Thursday, January 22 at 9 am PST. Conference call information
is in your calendar. For those of you in San Jose, Chicago, New York and Atlanta, you will be
joined by an Autonomy executive. I look forward to talking to you more about this during our
meeting.
Regards,
Joe
Cautionary Statement Regarding Forward-Looking Statements
This letter includes forward-looking statements, based on current expectations, that are subject to
risks, uncertainties and other factors that could cause actual results to differ materially from
those referred to in the letter. Such factors include, but are not limited to, the risk that the
transaction is not consummated or is not consummated within the expected timeframe. For
information regarding other related risks, see discussion of risks and other factors in
Interwovens most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and
Current Reports on Forms 8-K, which are on file with the Securities and Exchange Commission and
available through www.sec.gov.
Additional Information about the Proposed Transaction and Where You Can Find It
In connection with the proposed transaction, Interwoven 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 INTERWOVEN ARE URGED TO READ THE
PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER RELEVANT MATERIALS FILED BY INTERWOVEN
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
proxy statement and the other relevant materials, when available, and any other documents filed
by
Interwoven with the SEC, may be obtained free of charge at the SECs website at www.sec.gov. In
addition, stockholders of Interwoven may obtain free copies of the documents filed with the SEC by
contacting Interwoven Investor Relations at (408) 953-7284 or Interwoven, Inc., 160 E. Tasman
Drive, San Jose, California 95134. You may also read and copy any reports, statements and other
information filed by Interwoven with the SEC at the SEC public reference room at 100 F
Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the
SECs website for further information on its public reference room.
Interwoven and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from Interwoven stockholders in favor of the proposed transaction. Certain
executive officers and directors of Interwoven have interests in the transaction that may differ
from the interests of stockholders generally, including without limitation acceleration of vesting
of stock options and restricted stock units, benefits conferred under 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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