Autonomy Corporation and Virage, provider of video and rich media communication software, announced they have signed a definitive agreement under which Autonomy will acquire Virage for a purchase price of $1.10 per share in cash.
The transaction reflects a fully-diluted cash purchase price of approximately $24.8 million, and a net cash purchase price of approximately $13.3 million adjusted for Virage's expected cash balance as of September 30, 2003.
"This transaction will enable us to further extend the adoption of Autonomy's Intelligent Data Operating Layer (IDOL) as the key infrastructure for the automated management of all forms of unstructured nformation.
With the inclusion of Autonomy's Dremedia video technology (whose customers include leading media and communications companies such as the BBC, CNN and Quantel) and Autonomy's infrastructure software at the core of the Virage products, we believe that Virage will be better able to take advantage of its clear leadership position," said Dr. Mike Lynch, CEO of Autonomy.
Lynch continued, "With this transaction, Virage's customer base of over 400 companies, including Bloomberg, Citigroup, CNN, Coca Cola, the FBI, General
Electric, Microsoft, MIT, the United Nations and multiple U.S. federal agencies, will gain access to the world's leading technology. The transaction will also significantly broaden Autonomy's installed base of enterprise, media and entertainment, educational and government customers."
The Boards of Directors of Autonomy and Virage approved the transaction, and stockholders representing approximately 40% of Virage's outstanding shares have signed agreements to vote their shares in favor of the transaction at a special stockholders meeting to vote on the transaction. Broadview International LLC has acted as financial adviser to Virage in connection with the transaction, and Deutsche Bank Securities, Inc. has acted as financial advisor to Autonomy in connection with the transaction.
The transaction is expected to be completed late in the third quarter of 2003.
Combined Autonomy and Virage products are expected to be generally available during the first quarter following completion of the transaction.

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