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Fenwick & West Represents Interwoven in Acquisition by Autonomy

January 22, 2009

Fenwick & West LLP represented its long-time client Interwoven, Inc. (NASDAQ: IWOV) in its acquisition by Autonomy Corporation plc (LSE: AU), Europe's second largest enterprise software company. Interwoven, based in San Jose, CA, is a leading provider of enterprise content management systems.

The transaction is valued at approximately $775 million. Under the terms of the deal, Interwoven stockholders will receive $16.20 in cash for each outstanding Interwoven share, representing a 37% premium to the closing share price of $11.84 on January 21, 2009. The aggregate consideration of approximately US$775 million payable in cash (assuming exercise of all vested in-the-money Interwoven share options) is to be funded by an underwritten placing of ordinary shares of Autonomy, a new revolving credit facility and a portion of Interwoven's and Autonomy's cash reserves.

The acquisition is expected to be completed by the second quarter of 2009 and is subject to Autonomy and Interwoven shareholder and regulatory approvals and other closing conditions.

The Fenwick & West transaction team included corporate attorneys Matt Quilter, Doug Cogen, David Michaels, Bill Hughes, Kee Kim, Shulamite Shen White, Philip Reuther, Cara Kitagawa, John Mazzei and Timothy Yip; executive compensation and employee benefits attorneys Scott Spector, Blake Martell and Aaron Hou; intellectual property attorneys Stephen Gillespie, Morgan Fong, Dan Brownstone, Rob Dowers, Genelle Ng, Linda Henry, Robin Schulman and Aaron Weiss; litigation attorneys Kevin Muck and Michael Sacksteder; antitrust attorney Mark Ostrau; and tax attorneys Ron Schrotenboer and Timothy Fitzgibbon.

About Fenwick & West

Fenwick & West provides comprehensive legal services to technology and life sciences clients of national and international prominence. The firm is ranked by MergerMarket as one of the top 5 technology M&A practices in the U.S. and by KPMG and AlwaysOn as one of the top 3 corporate law firms for technology companies.