Adobe has announced an agreement to acquire Macromedia in an all-stock transaction valued at $3.4 billion. Graphics software giant, Adobe, will acquire the web and application development software company Macromedia at the close of fourth quarter 2005. A press release issued today said the two companies will provide customers with a 'more powerful set of solutions for creating, managing and delivering compelling content'. Bruce Chizen will continue as chief executive officer (CEO) and Shantanu Narayen will remain president and chief operating officer. Stephen Elop, president and CEO of Macromedia, will join Adobe as president of worldwide field operations.
Adobe to Acquire Macromedia
Combined Company to Deliver Industry-Defining Technology Platform for Rich, Interactive Content
SAN JOSE, Calif. - April 18, 2005 - Adobe Systems Incorporated (Nasdaq: ADBE) today announced a definitive agreement to acquire Macromedia (Nasdaq: MACR) in an all-stock transaction valued at approximately $3.4 billion.
The combination of Adobe and Macromedia will provide customers a more powerful set of solutions for creating, managing and delivering compelling content and experiences across multiple operating systems, devices and media. Together, the two companies will meet a wider set of customer needs and have a significantly greater opportunity to grow into new markets, particularly in the mobile and enterprise segments.
"Customers are calling for integrated software solutions that enable them to create, manage and deliver a wide range of compelling content and applications - from documents and images to audio and video," said Bruce Chizen, chief executive officer of Adobe. "By combining our powerful development, authoring and collaboration software - along with the complementary functionality of PDF and Flash - Adobe has the opportunity to bring this vision to life with an industry-defining technology platform."
Under the terms of the agreement, which has been approved by both boards of directors, Macromedia stockholders will receive, at a fixed exchange ratio, 0.69 shares of Adobe common stock for every share of Macromedia common stock in a tax-free exchange. Based on Adobe's and Macromedia's closing prices on Friday, April 15, 2005, this represents a price of $41.86 per share of Macromedia common stock. Upon the close of the transaction, Macromedia stockholders will own approximately 18 percent of the combined company on a pro forma basis.
In the combined company, Chizen will continue as chief executive officer and Shantanu Narayen will remain president and chief operating officer. Stephen Elop, president and chief executive officer of Macromedia, will join Adobe as president of worldwide field operations. Murray Demo will remain executive vice president and chief financial officer. Dr. John Warnock and Dr. Charles Geschke will remain as co-chairmen of the Board of Directors of the combined company and Rob Burgess, chairman of the Macromedia Board of Directors, will join the Adobe Board.
"Both Macromedia and Adobe are passionate about creating and enabling great experiences across a wide range of devices and operating systems," said Stephen Elop, president and chief executive officer of Macromedia. "Our combined teams will be a powerful force for innovation around cutting-edge platforms for delivering content and applications."
The two companies are developing integration plans that build on the cultural similarities and the best business and product development practices from each company. The companies will make additional details and information about the acquisition click here.
"While we anticipate the integration team will identify opportunities for cost savings by the time the acquisition closes, the primary motivation for the two companies' joining is to continue to expand and grow our business into new markets," said Chizen.
The acquisition, which is expected to close in Fall 2005, is subject to customary closing conditions, including approval by the stockholders of both companies and regulatory approvals. The transaction will be accounted for under purchase accounting rules.
Due to the absence at this time of estimates of the acquisition-related restructuring costs and the allocation of the purchase price between goodwill, in-process R&D, other intangibles and equity-based compensation expenses related to SFAS 123R, Adobe is currently unable to provide GAAP estimates on future earnings.
The transaction is currently expected to be break-even to slightly accretive to earnings in the first twelve months after closing on a non-GAAP basis. The company's target of break even-to-slightly accretive to earnings on a non-GAAP basis assumes no adverse impact from the loss of deferred revenue in the first twelve months following the close due to purchase accounting.
Stock Repurchase Program
Adobe also announced its Board of Directors has approved a post-acquisition stock repurchase program of $1 billion. "After a review of the combined companies' financial position, our Board concluded that the repurchase program is consistent with our overall commitment to deliver value to our stockholders," Chizen added.
The repurchase program is in addition to the Adobe's existing stock repurchase programs and is expected to commence following the completion of the acquisition. The repurchases will be funded from available working capital.
About Adobe Systems Incorporated
Adobe is the world's leading provider of software solutions to create, manage and deliver high-impact, reliable digital content. For more information, click here.
Experience matters. Macromedia is motivated by the belief that great experiences build great businesses. Our software empowers millions of business users, developers, and designers to create and deliver effective, compelling, and memorable experiences - on the Internet, on fixed media, on wireless, and on digital devices.
Adobe Systems Incorporated
• MARKET: Graphics, video and business document software
• FOUNDED: 1982
• HEADQUARTERS: San Jose, Calif.
� CHIEF EXECUTIVE OFFICER: Bruce Chizen
• STOCK: ADBE (Nasdaq)
• EMPLOYEES: Approximately 4,000
• REVENUE: $1.67 billion in fiscal 2004
• CUSTOMERS: Creative professionals, enterprises and governments, photo and video hobbyists
• MARKET PRESENCE:
- More than a half-billion copies of Adobe Reader have been distributed worldwide.
- The world’s top 10 PC manufacturers ship their systems with Adobe PDF technology pre-installed.
- More than 700 thousand copies of Adobe Creative Suite shipped in its first year (October 2004).
• MARKET: Web and application development software
• FOUNDED: 1982
• HEADQUARTERS: San Francisco, Calif.
• FOUNDED: 1992
• CHIEF EXECUTIVE OFFICER: Stephen Elop
• STOCK: MACR (Nasdaq)
• EMPLOYEES: Approximately 1,500
• REVENUE: $422 million in CY 2004
• CUSTOMERS: Web and application developers, business users, mobile ecosystem
• MARKET PRESENCE:
- Macromedia Flash Player is installed on more than 98% of Internet-connected desktops and more than half a billion users have the Flash client installed.
- More than 25 million Flash-enabled devices have shipped.
- Macromedia products are used by 90 percent of Fortune 1000 companies.
The new compression standard is set to reduce video file sizes by half to save space and speed-up transmission, paving the way for more portable 8K footage.
Sony recently confirmed plans to launch a successor to the video-centric a7S II. We don't even know the name of the camera, but Jordan already has a feature wish list for the new 'a7S III' – and it doesn't include 8K.
The Profot B10 is the first studio flash system that can be used when shooting with an iPhone camera.
The Pixii camera is an interesting little rangefinder camera that features a 12MP APS-C sensor and lacks a rear LCD display, opting instead to pair with your mobile device, which can be used to view and transfer images.
Sirui is launching an Indiegogo campaign for a wide-angle answer to its existing 50mm F1.8 anamorphic lens. The 35mm APS-C lens will come in a Micro Four Thirds mount with adapters for other systems.
Sony has added a 12-24mm F2.8 to its top-shelf 'G Master' series of lenses. It's the widest constant F2.8 zoom currently offered for full-frame, with a hefty price tag to match: it will sell for $3000 when it ships in mid-August.
Take a look at the view from Sony's new ultra-wide F2.8 zoom – we paired it with the a7R IV for some initial shooting.
Canon's EOS-1D X Mark III is one of the best DSLRs ever made. With fast burst speeds, great video quality and impressive autofocus, the 1D X III is equal parts cinema rig and sports shooter. Find out how it fares against steep competition in our full review.
Nikon Rumors is reporting that Nikon will announce successors to its Z6 and Z7 camera systems by the end of the calendar year.
Canon says the event, set to take place at 14:00 CEST in two days on July 9, will be its 'biggest product launch yet.'
The Verge Video Director, Becca Farsace, shows how she built a custom Raspberry Pi camera with effectively zero coding knowledge over the course of just three days.
The EOS R5 has been in the works for some time, and Canon has published a handful of specifications, but there's still plenty we don't know. What are you hoping to see from Canon's forthcoming flagship camera?
Canon's CE-SAT-IB satellite camera was destroyed alongside six other satellites during Rocket Lab's ironically-named 'Pics or It Didn't Happen Mission.'
This sample gallery includes images from our recent review of the Tamron 28-200mm F2.8-5.6 Di III RXD zoom lens. Check out these photos to see how it performs, from wide-angle to telephoto and everything in between.
The Tamron 28-200mm F2.8-5.6 Di III RXD provides a wide zoom range in compact, weather-sealed design. Find out why it's Chris and Jordan's new favorite travel lens.
Kodak Portra 800 is a wonderful and versatile color film. And any rumors of it being discontinued, we're pleased to report, are simply untrue. That's a good thing, because it's capable of producing lovely results in all sorts of conditions.
Boering has left the World Press Photo without much of an explanation from either him or the organization, but he tells DPReview the COVID-19 pandemic is forcing the WPP to change the way it makes money.
The standard-size deck of playing cards features unique photography-oriented artwork and act as cheat sheets for photographers.
The Sony ZV-1 and Panasonic Lumix DC-G100 are the first cameras we've seen that are overtly designed with vlogging in mind – and the changes they represent could have implications for the future of all cameras.
The utility allows the E-M1X, E-M1, E-M1 Mark II, E-M1 Mark III and E-M5 Mark II cameras to be used with video conferencing apps over USB.
Olympus is showing final images of its under-development 150-400mm F4.5, which it says will arrive this winter. An unspecified macro and 8-25mm F4 Pro have also been added to the lens roadmap, and the E-M1X's AF gains bird detection.
The scam, which involves sending fake copyright violation notices, has been circulating on the social media platform since at least June 9.
Fujifilm is one of just two producers of tape media (the other being Sony) and it is hard at work on a breakthrough that will allow single tape storage drives to offer 400TB capacities in the coming years.
The National Parks Service says it's investigating the incident, which took place just two days after the park opened following a shutdown due to the COVID-19 pandemic.
Professional full frame lenses are usually large and have fast apertures. In this episode of DPReview TV, Chris and Jordan argue that there's a need for slow professional lenses – inspired by some of their favorite Micro Four Thirds lenses.
The camera maker joins Olympus, Fujifilm and others is a legal tussle over US digital camera technology patents held by DigiMedia Tech.
NASA's Solar Dynamics Observatory (SDO) photographs the sun every 0.75 seconds. In its first decade in space, the SDO has captured more than 425 million images of the sun. NASA has compiled these images into an amazing time lapse, come check it out.
The lens is available for Leica M, Sony FE, Nikon Z and L-mount camera systems, and now holds the title as the world's widest rectilinear lens for full-frame camera systems.
Tamron's new 28-200mm F2.8-5.6 is a versatile zoom lens for Sony E-mount. Well-suited for travel photography, it's compact, lightweight, and fast/quiet to focus.
Fujifilm has announced that its GF 30mm F3.5 R WR wide-angle lens for its medium format cameras will ship in late July or early August.