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Published on 8/26/2011 in the Prospect News Convertibles Daily and Prospect News Liability Management Daily.

Autonomy announces change-of-control tender offer for convertibles

By Angela McDaniels

Tacoma, Wash., Aug. 26 - Autonomy Corp. plc announced that Hewlett-Packard Vision BV is holding a tender offer for Autonomy's £496.9 million of 3.25% convertible bonds due 2015.

Hewlett-Packard Vision, a subsidiary of Hewlett-Packard Co., has offered to purchase all of the outstanding shares of Autonomy for £25.50 each in cash.

Holders who tender will receive the same amount they would receive if they convert their bonds at the change-of-control conversion price.

The regular conversion price is £20.6334, and the change-of-control conversion price will apply for a 60-calendar-day period after Hewlett-Packard Vision acquires Autonomy shares carrying more than 50% of the voting rights normally exercisable at a general meeting of shareholders (the "relevant event date").

Based on a hypothetical relevant event date of Oct. 21, holders who tender would receive £76,347 per £50,000 principal amount of notes.

Autonomy noted that holders will have the right to put back their convertibles at par on the 10th calendar day after the change-of-control conversion period expires.

The tender offer is conditioned on the Hewlett-Packard Vision BV's offer for Autonomy's shares becoming or being declared unconditional.

The tender offer will end at 8 a.m. ET on the 14th day following the date on which the share offer becomes or is declared unconditional. The first closing date under the share offer is Sept. 12, so the earliest closing date for the convertibles tender offer is Sept. 26.

The tender agent is Lucid Issuer Services Ltd. (44 0 207 704 0882, Attention: David Shilson).

Autonomy is a Cambridge, England-based infrastructure software company.

Hewlett-Packard is a Palo Alto, Calif.-based computer and technology company.


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