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Press Release
Combined Offering to Be Industry's Only No-Compromise Solution for End-to-End Content Lifecycle Management SUNNYVALE, Calif. and FOSTER CITY, Calif., Aug 6, 2003 /PRNewswire-FirstCall via COMTEX/ -- -- Interwoven, Inc. (Nasdaq: IWOV), a world leading provider of content
management for the enterprise, and iManage, Inc. (Nasdaq: IMAN), a leading
provider of collaborative content management software for global enterprises,
today announced that they have entered into a definitive agreement to merge in
a stock and cash transaction valued at $171 million dollars. With iManage's
recognized industry leadership in integrated document management and
collaboration and its proven technology, the combined company will provide the
best-integrated platform to manage the complete content lifecycle -- from
content collaboration and creation, through management, distribution, reuse,
archival, and disposition. By virtue of its Java technology, comprehensive
functionality, enterprise architecture, and innovative capabilities such as
content intelligence and e-mail management, the new platform will be the
industry's only next-generation content management platform for the extended
enterprise.
New Offering Addresses Strong Customer Demand
Interwoven's Content Management Platform has been adopted within the
Global 2000 to support enterprise initiatives such as brand management, sales
enablement, and customer self-service. Customers have asked Interwoven to
provide teams the ability to collaborate and manage the development of
content, and in particular documents and corporate knowledge. A partnership
and reseller agreement between Interwoven and iManage announced in February
2003 was the first step in addressing this customer need.
"Interwoven and iManage are recognized leaders in their respective
markets," said Martin Brauns, chairman and CEO of Interwoven. "Customers
across the board are demanding more comprehensive, end-to-end solutions
delivered by a single vendor. This market-shaping merger creates the
industry's only next-generation enterprise content management platform, and
the one best suited to meeting global organizations' challenge of managing all
forms of content in an era of increasing compliance and accountability.
Additionally, on the customer front, iManage's core legal market plays an
important role in our plans for the future -- our products can rapidly extend
iManage's core capabilities to enable law firms to build comprehensive and
dynamic knowledge portals, intranets, and extranets to fully utilize the
content within iManage and gain a competitive edge."
Two Market Leaders Unite
With more than 2500 customers, the combined company will be able to
leverage synergies across products, technologies, markets, and channels and
together deliver on the promise of an integrated, scalable content platform,
low total cost of ownership, and faster time-to-business impact.
With the recent successful launch of the Interwoven 6 Platform, Interwoven
brings the industry's leading content management platform, including usability
for fast adoption by all business users; proven, deployed business solutions
for key initiatives; and industry-leading digital asset management,
intelligence, distribution and integration product lines. Interwoven also
offers the industry's most complete Services-Oriented Architecture for J2EE
and .Net along with a proven heritage of more than 1250 global
implementations. iManage offers the industry's leading, fully integrated
document management and collaboration solution for empowering teams across the
extended enterprise, and has over 1300 customers worldwide, including market
share leadership among major law firms. iManage technologies have native
integration to leading business tools such as Microsoft Outlook and Office,
are built on 100% Java and J2EE-compliant architecture, and include
enterprise-class document security, retention, and compliance capabilities.
"iManage and Interwoven have long been known as technology leaders. In
building our companies, we have both had the same goal -- to help our
customers effectively manage their content and content-based processes," said
Mahmood Panjwani, president and CEO of iManage. "With the success of our
existing partnership, we have already seen how our teams and products are
aligned, and it is a natural progression to unite. This union with Interwoven
will help us deliver the most comprehensive, integrated next-generation ECM
solution available, to prospects and customers."
Terry Crum, CIO of Jones Day, commented, "As a customer of both companies,
I can see significant new benefits arising from this merger. Firms today have
a need for collaborative document management as well as Web-based content
distribution, publishing, and workflow. The union of iManage and Interwoven
brings these capabilities into a single product line, and will enable us to
create powerful new applications to better serve our clients, at a lower
cost."
Compelling Synergies to Drive Top and Bottom Line Growth for Combined
Company
The fit between the two companies' products, markets and technologies is
expected to drive synergies across several key areas:
- Customers and Industries: The two companies have a combined customer
base of over 2500 companies, with very little overlap, opening the door
to substantial cross-sell and up-sell opportunities for the combined
company. iManage's strength in professional services and financial
services complements Interwoven's base in manufacturing and consumer
goods.
- Products: Interwoven is acknowledged to be the market leader in
content management and iManage has a leadership position in document
management and collaboration. Together, the combined product line
provides a no-compromises solution to addressing the complete content
lifecycle for the enterprise.
- Markets & Channels: iManage will be able to harness Interwoven's
strength in Europe and Asia Pacific to achieve critical mass in these
relatively untapped markets, while Interwoven gains access to a network
of over 150 partners, VARs, and systems integrators, significantly
enhancing the combined company's reach in North and Latin America.
Interwoven's relationships with top-tier systems integrators will help
in getting iManage's world-class products exposure to many new
enterprise opportunities.
- Technology: Both products have been developed from the ground up to
take full advantage of Java and J2EE, making this the only content
management solution that is architected for the new emerging open
standards in IT. Other business combinations in the market to date
have resulted in companies with incompatible technologies, delaying
integration and complicating implementation of the combined products.
iManage and Interwoven have been shipping an integrated product since
April 2003 as part of the existing reseller relationship, so an
integrated solution will be available immediately, with enhancements
expected to follow.
"The exponential growth of content will force business executives to
invest in technology for content handling, contextual delivery, and
collaboration to improve overall corporate efficiencies and competitive
differential," said Andrew Warzecha, senior vice president, META Group. "We
believe this area has growth potential based on the value proposition
(i.e., ROI) of making content actionable, and being able to effectively link
it to the extended enterprise of employees, partners, suppliers, and clients."
"With this merger, we are pleased to see the direction Interwoven is
taking with its newly-introduced Interwoven 6 Platform," said Denise Fishel,
director, eBusiness Planning and Development, eBusiness Technology Group,
Toshiba America Business Solutions (TABS). "Document management and team
collaboration are key functionalities that we are currently reviewing
internally. This added capability to more effectively collaborate on all
enterprise assets and improve sharing of corporate knowledge both inside and
outside the organization addresses a critical business need within TABS, and
we look forward to taking a closer look at the new combined solution."
Future Direction
The iManage product line is already available from Interwoven as part of
the existing reseller agreement, and Interwoven client services and technical
support teams are trained to support the iManage product line today. The
combined companies plan to integrate iManage's collaborative technology with
Interwoven MetaTagger content intelligence server software, to improve the
ability to personalize and find relevant content, and link iManage's scalable
content repository with Interwoven OpenDeploy content distribution software,
to distribute collaboratively developed documents and corporate knowledge.
The new company will be named Interwoven and will be headquartered in
Sunnyvale, California.
Financial Terms and Conditions
Under the definitive agreement, iManage shareholders will receive
$1.20 per share in cash and 2.0943 shares of Interwoven stock for each share
of iManage stock that they hold. With approximately 27.5M iManage shares
outstanding on a fully diluted basis, we estimate the transaction value to be
approximately $171M. Following the expected closing of the proposed merger in
Q4 of this year, Interwoven shareholders are expected to own approximately
67% and iManage shareholders are expected to own approximately 33% of the
combined company. The merger, which is expected to be tax-free to
shareholders of both companies for U.S. federal income tax purposes, will be
accounted for as a purchase. The proposed merger is subject to a number of
customary closing conditions, including regulatory approvals and the separate
approval by the shareholders of Interwoven and iManage, any one of which could
delay or prevent the completion of the proposed merger. Accordingly,
Interwoven and iManage cannot assure that the proposed merger will be
completed in Q4 2003, or at all. Throughout this transaction, Lehman Brothers
Inc. acted as financial advisor to Interwoven, and Thomas Weisel Partners LLC
acted as financial advisor to iManage.
Additional Information
The iManage product line is available today from Interwoven and can be
purchased for an entry price of $75K, and Interwoven client services and
technical support are trained to support the iManage product line. To learn
more about iManage and its collaborative document management capabilities,
Interwoven invites you to participate in Webcasts on August 13 at 6:00 a.m.,
10:00 a.m. and 1:00 p.m. PDT via
http://www.interwoven.com/events/online/imanage.html . For more information
e-mail info@interwoven.com.
To view a diagram of the new combined Interwoven and iManage solutions and
platform see
http://www.interwoven.com/company/features/imanage/images/diagram.zip .
Conference Call
There will be a conference call today at 2:00 p.m. PDT, which may be
accessed by calling 913-981-4900, pass code #194484 and via the Web at
http://www.corporate-
ir.net/ireye/ir_site.zhtml?ticker=IWOV&script=1010&item_id=771311 .
A replay of this conference call will be available from 5:00 p.m. PDT today
through midnight Friday, August 8th by calling 719-457-0820 or 888-203-1112,
pass code #194484.
About iManage
Headquartered in Foster City, Calif., iManage, Inc. is a leader in
collaborative content management software that enables businesses to
efficiently manage and collaborate on critical business content across the
extended enterprise. The iManage WorkSite suite delivers document management,
collaboration, workflow and knowledge management accessible through an
integrated portal in a single integrated Internet solution. This results in
significant improvements in communication and process efficiency, faster
response times and a rapid return on investment. More than
600,000 professionals in 1,300 businesses have transformed their organizations
with the iManage WorkSite solution. For more information, please contact
iManage at 1-877-4iManage, contact@imanage.com or visit our Web site at
http://www.imanage.com .
NOTE: iManage, the iManage logo, WorkTeam, WorkDocs, WorkPortal,
WorkRoute and DeskSite are registered trademarks of iManage, Inc. iManage
WorkSite, iManage WorkKnowledge and iManage MailSite are trademarks of
iManage, Inc. All other trademarks are owned by their respective owners.
About Interwoven
Interwoven, Inc. is a world-leading provider of content management
software for the enterprise. Allied with the leading enterprise application
providers, the Interwoven 6 platform provides content management for more than
1200 organizations world wide including Air France, Cisco Systems, General
Electric, General Motors, and Yamaha. For more information visit
www.interwoven.com.
NOTE: Interwoven, TeamSite, MetaTagger, OpenDeploy, TeamCode, TeamPortal,
MediaBin, the taglines, logo and service marks are trademarks of Interwoven,
Inc., which may be registered in certain jurisdictions. All other trademarks
are owned by their respective owners.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Interwoven intends to file with the SEC a registration statement that will
include a joint proxy statement/prospectus of Interwoven and iManage, and
other relevant materials in connection with the transaction. The joint proxy
statement/prospectus will be mailed to the stockholders of Interwoven and
iManage. Investors and security holders of Interwoven and iManage are urged
to read the joint proxy statement/prospectus and the other relevant materials
when they become available because they will contain important information
about Interwoven, iManage and the transaction. The registration statement,
joint proxy statement/prospectus and other relevant materials (when they
become available), and any other documents filed by Interwoven or iManage with
the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of the
documents filed with the SEC by Interwoven by contacting Interwoven Investor
Relations, Interwoven, Inc., 803 11th Avenue, Sunnyvale, CA 94089,
408-530-7009, investor.relations@interwoven.com. Investors and security
holders may obtain free copies of the documents filed with the SEC by iManage
by contacting iManage Investor Relations Department, 950 Tower Lane, Suite
500, Foster City, CA 94404, 650-577-6500, investors@imanage.com.
Interwoven and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of
Interwoven and iManage in favor of the transaction. A list of the names of
Interwoven's executive officers and directors, and a description of their
respective interests in Interwoven, are set forth in the proxy statement for
Interwoven's 2003 Annual Meeting of Stockholders, which was filed with the SEC
on April 28, 2003. Investors and security holders may obtain additional
information regarding the interests of Interwoven's executive officers and
directors in the transaction by reading the joint proxy statement/prospectus
when it becomes available.
iManage and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of iManage
and Interwoven in favor of the transaction. A list of the names of iManage's
executive officers and directors, and a description of their respective
interests in iManage, are set forth in the proxy statement for iManage's 2003
Annual Meeting of Stockholders, which was filed with the SEC on
April 25, 2003. Investors and security holders may obtain additional
information regarding the interests of iManage's executive officers and
directors in the transaction by reading the joint proxy statement/prospectus
when it becomes available.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that are subject to
risks, uncertainties and other factors that could be deemed forward-looking
statement and could cause actual results to differ materially from those
referred to in the forward-looking statements. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. For example, statements of expected synergies,
industry ranking, timing of closing, market or customer needs, organizational
structure and execution of integration plans are all forward-looking
statements. Risks, uncertainties and assumptions include the possibility that
the Interwoven/iManage merger does not close or that the companies may be
required to modify aspects of the transaction to achieve regulatory approval
or that prior to the closing of the proposed merger, the businesses of the
companies suffer due to uncertainty; the market for the sale of certain
products and services may not develop as expected; that development of these
products and services may not proceed as planned; that Interwoven and iManage
are unable to transition customers, successfully execute their integration
strategies, or achieve planned synergies; lack of market acceptance of the
iManage or Interwoven platform and suite of products, failure of the market
for content management software to develop and grow as quickly as expected;
delays and difficulties in introducing new products and enhancements to
address the needs of specific vertical markets; the introduction of new
products or services by competitors that could delay or reduce sales; the
failure of reseller and OEM programs to develop as expected; the impact of
world and geopolitical events on sales cycles and transaction closure rates;
and actual or perceived declining economic conditions that could negatively
affect sales and profits; other risks that are described from time to time in
Interwoven's and iManage's Securities and Exchange Commission reports
(including but not limited to iManage's annual report on Form 10-K for the
year ended December 31, 2002, Interwoven's annual report on Form 10-K for the
year ended December 31, 2002, and subsequently filed reports). If any of
these risks or uncertainties materializes or any of these assumptions proves
incorrect, Interwoven's or iManage's results could differ materially from
either company's expectations in these statements. Neither company assumes
any obligation and does not intend to update these forward-looking or other
statements on this release.
These filings are available on a Website maintained by the Securities and
Exchange Commission at http://www.sec.gov .
SOURCE Interwoven, Inc.
Mary Ellen Ynes of Interwoven, Inc., +1-408-530-7043, or
mynes@interwoven.com; or Laura Heisman of iManage, Inc., +1-650-577-6607, or
lheisman@imanage.com
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