Autonomy to Buy Assets of Iron Mountain Digital

Press release from Autonomy

Autonomy Corporation plc, in infrastructure software, and Iron Mountain Incorporated announced a definitive agreement for Autonomy to acquire selected key assets of Iron Mountain’s digital division including archiving, eDiscovery and online backup.

For customers, this means access to Autonomy’s advanced technology for information governance in secure, private clouds in data centers around the world.

"We are pleased to announce this transaction, one we have been looking at for some time, which will bring significant advancements for customers," commented Dr. Mike Lynch, Group CEO of Autonomy. "Processing customer data in the cloud continues to be a strategic part of Autonomy’s information governance business. We look forward to extending regulatory compliance, legal discovery and analytics to a host of new customers as well as enabling the intelligent collection and processing of non-regulatory data from distributed servers, PCs and especially tens of millions of mobile devices. This will afford the opportunity to bring to these customers the power of IDOL’s meaning-based technology."

Dr. Lynch continued: "In 2007 we correctly predicted the merging of regulatory archiving and search, and we believe we are now seeing the next phase where the convergence of regulatory archiving, back-up and data restoration with operational processing of data in the cloud is coming to pass. This acquisition makes Autonomy the cloud platform of choice, processing and understanding 25 petabytes of customer information. IDOL will allow significantly more value, analytical insight and return to be generated for our customers from this cloud platform. This places Autonomy at the centre of the changes in the analytics of unstructured data, processing in the cloud-based platforms and desktop virtualization.

"We’ve had the opportunity to buy strong assets at an attractive valuation, and through the application of our intelligent IDOL dark server technology will greatly increase the efficiency of this offering. Whilst others may be creating roadmaps around virtualizing the enterprise and processing information in the cloud, Autonomy is already doing it in the world’s largest private cloud platform."

Acquisition Highlights

• Cash consideration of $380 million (subject to a final working capital adjustment), funded from Autonomy’s existing cash reserves. Post-closing Autonomy expects to have a gross cash balance of at least $700 million.
• Adds over six petabytes of data under management and more than 6,000 customers to Autonomy’s customer base, bringing Autonomy’s private cloud data to over 25 petabytes and total customer base to over 25,000.
• Assets acquired include digital archiving, eDiscovery and online backup and recovery solutions of Iron Mountain Digital, but not the technology escrow service and a medical records archive service and other smaller operations which were recently shut down.
• Active Iron Mountain Digital customers will continue to be supported without disruption.
• Autonomy to offer Connected, the digital data protection product, to existing Autonomy customers across enterprise server, PC and mobile devices. The addition of this product drives non-regulatory and structured data into our cloud-based information processing platform.
• Expected go-forward revenues of approximately $130 million to $140 million.
• Expect to achieve cost synergies of approximately $40 million per annum over the first year from completion, from a combination of efficiencies from utilization of Autonomy’s IDOL server technology and duplicative general and administrative, data center and marketing programs.
• Restructuring costs of approximately $10 million expected in the two quarters following completion.
• Acquisition expected to have traditional effect on gross margins and operating margins in first few quarters following completion with the result of slight earnings dilution in the first quarter after close, neutral for the full year 2011, and expected adjusted earnings per share accretion of approximately 15% in 2012. We would expect gross margins and operating margins to return to historical levels within one to two quarters of completion.
• Moderate brought forward tax losses will be assumed.

Timetable and Financial
The acquisition is subject to regulatory review and customary closing conditions and is expected to close within approximately 45 to 60 days. Based on the Iron Mountain group’s audited accounts for the year ended December 31, 2010, the adjusted OIBDA (as defined in the Iron Mountain accounts) attributable to their full worldwide digital business was $27.5 million, whilst the profits attributable to the acquired assets for the year ended 31 December 2010 are break-even on a pro forma basis.

Press release from Iron Mountain

Iron Mountain Incorporated has entered into a definitive agreement with Autonomy Corporation plc under which Autonomy will acquire Iron Mountain’s online backup & recovery, digital archiving and eDiscovery solutions for $380 million in cash. The acquisition is subject to regulatory review and customary closing conditions and is expected to close within approximately 45 to 60 days.

"This transaction is another significant step in delivering on the commitments we made in our three-year strategic plan announced in April and we are very pleased with the outcome of this process," said Richard Reese, Iron Mountain’s Executive Chairman and Chief Executive Officer. "Autonomy is a global leader in infrastructure software for the enterprise assuring that our customers will be well serviced and our employees will have greater opportunities. This was the right transaction at the right time for our customers, our employees and our shareholders. As we move forward, Iron Mountain will continue to deliver technology services to solve our customers’ digital information management challenges through partnerships."

Iron Mountain first entered the digital business 10 years ago as a natural extension of its core services to address a clear customer need. Recently the digital business faced a number of challenges resulting from a rapidly changing environment. In light of these factors, the Company undertook a strategic review of the digital business beginning last fall and concluded that it could not continue investing in technology development and meet its return requirements and that exploring strategic alternatives for the digital business was in the best interest of Iron Mountain’s stockholders.       

Iron Mountain is not revisiting its full year 2011 guidance, last updated on April 28, 2011, at this time. The Company will update its guidance on its second quarter earnings conference call as appropriate. The Company will retain its software escrow business, which is currently included in its Worldwide Digital Business segment, and other technology services such as its Digital Record Centers for Images and Medical Images.

J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated are serving as lead and co-financial advisors, respectively, and Weil, Gotshal & Manges LLP and Sullivan & Worcester LLP are serving as legal advisors to Iron Mountain.