425 1 d425.htm FILED BY INTERWOVEN, INC. PURSUANT TO RULE 425 Filed by Interwoven, Inc. Pursuant to Rule 425

Filed by Interwoven, Inc. Pursuant to Rule 425

Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: iManage, Inc.

Commission File No.: 0-28041

 

The following is a message to analysts relating to the proposed merger between Interwoven, Inc. and iManage, Inc. announced on August 6, 2003.

 

From:   Steve Kimball
Sent:   Wednesday, August 06, 2003 1:08 PM
Cc:   Laura Heisman (E-mail)
Subject:   Interwoven and iManage Agree to Merge

 

The merger of these two leaders will create The Next-Generation Enterprise Content Management company. This powerful combination provides customers with a single, strategic vendor providing the industry’s first, no compromises, end-to-end content life cycle management platform:

    Content Management with a Services Oriented Architecture for J2EE and .net
    Document and collaboration solution with a 100% Java and J2EE compliant architecture
    Content Distribution (OpenDeploy) and Content Intelligence (MetaTagger)
    Digital Asset Management (MediaBin) and Records Management (IBM Records Manager)

 

Compelling Synergies Position Interwoven for growth:

    Over 2,500 customers, with very little overlap, leading to cross-sell opportunities
    Strong relationship at sales, marketing, and engineering level for over a year
    Integrated product shipped in April
    62nd largest software company in the world with revenue of $155 million
    Strong balance sheet with approximately $160 million in cash and virtually no debt

 

There will be a conference call today at 2:00 pm PDT, which may be accessed by calling (913) 981-4900, pass code #194484. A replay of this conference call will be available from 5:00 pm PDT today through midnight Friday, Aug. 8th by calling (719) 457-0820 or (888) 203-1112, pass code #194484.

 

Attached: press release and FAQ.

 

Please contact us with any questions.

 

Steve Kimball

Senior Director, Marketing

 

and

 

Dan Carmel

VP of Marketing & Corporate Strategy


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This presentation and related slides contain 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 in this presentation and related slides.

 

These filings are available on a Website maintained by the Securities and Exchange Commission at http://www.sec.gov.


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.