Legal Commentary

Autonomy Corp. has reported plans to acquire Interwoven Inc. According to the company:

??? Interwoven stockholders will receive $16.20 in cash for each outstanding Interwoven share, representing a premium of 36.8% to the closing share price of $11.84 on January 21, 2009, and a premium of 36.2% to the average closing share price over the 30 days through January 21, 2009.

 ??? Aggregate consideration of approximately $775 million (assuming exercise of all vested in-the-money Interwoven share options), funded by an underwritten placing of ordinary shares (the "Placing"), a new revolving credit facility from Barclays and a portion of Interwoven and Autonomy's cash reserves.

??? Post-closing Autonomy expects to have a cash balance of at least $75 million, assuming close in Q2'09

??? The acquisition is expected to complete in the second quarter of 2009