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The combined company, Adobe Systems Incorporated, is traded on the Nasdaq National Market under the symbol ADBE.
Macromedia's common stock, formerly traded on the Nasdaq National Market under ticker symbol MACR, ceased trading on December 5, 2005, in conjunction with the close of the acquisition. For more information on Macromedia stock and conversion to Adobe stock, see the questions in this FAQ under "Stockholder information."
The company will continue to operate its business in a centralized fashion with its corporate functions (G&A, marketing, etc.) managed out of Adobe's San Jose, California-based headquarters.
Adobe's six business units align key products and technologies with core customer segments:
At this time, the company has named the following individuals as part of the management team:
The company will continue to make key management announcements as its organizational structure evolves. For biographies of Adobe's leadership team, go to Executive profiles.
Rob Burgess, formerly chairman of Macromedia's board of directors, has joined Adobe's board. Dr. John Warnock and Dr. Charles Geschke remain co-chairmen of Adobe's board of directors.
Other members of Adobe's board of directors are:
Adobe's headquarters are located at 345 Park Avenue in San Jose, California. Macromedia's facility at 601 Townsend in San Francisco remains a key site for the combined company.
Adobe will continue to operate major development sites in North America including: San Francisco, San Jose, and San Diego, California; Seattle, Washington; Newton, Massachusetts; Arden Hills, Minnesota; and Ottawa, Ontario. Outside North America, Adobe will continue to operate major development sites in Bangalore and Noida, India; Hamburg, Germany; and Tokyo, Japan.
Yes. During the week following the close of the transaction, Adobe will begin eliminating positions from the combined workforce. The reduction will eliminate duplicate positions and enable Adobe to reprioritize headcount resources as it positions the combined company for long-term success.
Charges and headcount impact associated with the reduction in force, as well as other costs related to the acquisition, will be discussed during Adobe's fiscal 2005 year-end earnings conference call, scheduled for December 15, 2005.
Adobe is committed to making the transition for employees as smooth as possible. In the U.S., it is our intent to begin notifying all employees as soon as possible after the closing of the transaction. Detailed information on benefits will be provided directly to employees. Employees outside the U.S. will be advised on next steps by their managers. In order to assist employees with this career transition, Adobe has retained the services of Drake Beam Morin (DBM), a global outplacement provider.
We have made key facilities decisions and will consolidate in a number of locations where duplication exists. As we work through the integration process, we will continue to evaluate where consolidating facilities may make sense, based on our hiring plans and the locations of our customers.
Our mission is to revolutionize how the world engages with ideas and information. By acquiring Macromedia, we are strengthening this mission by making it easier for customers to create, manage, and deliver their ideas and engage with information of all types — in print, on the web, in video, and across mobile devices. We believe in enabling powerful, effective, and meaningful digital experiences across multiple operating systems in the broad span of diverse industries we serve.
Together, we are building on a shared heritage of redefining the way people and businesses communicate, and the similar vision of enabling the creation and delivery of compelling content and experiences across multiple operating systems, devices, and media. Acquiring Macromedia accelerates Adobe's strategy of delivering an industry-defining technology platform that provides more powerful solutions for engaging people with digital information. This platform meets a broader set of customer needs than either company could address on its own. And, through the enormous reach of Adobe Reader® software and the Macromedia Flash Player, we have access to a larger total addressable market and significant long-term growth opportunities — especially in emerging areas such as mobility, the enterprise, and the web.
To provide the most consistency and clarity in our communication with customers, the Macromedia corporate brand will immediately be retired, and the company will fully align behind the Adobe corporate brand.
Adobe will continue investing in key Macromedia product brands. Initially, product brands acquired from Macromedia will include the Macromedia name (for example, "Macromedia Dreamweaver"). Over time, Macromedia products will migrate to the Adobe brand (for example, "Adobe Dreamweaver") during planned release cycles when packaging materials and user and marketing collateral are updated.
Adobe continually explores opportunities that support our long-term strategy.
Adobe has taken the first step in combining the two companies' product portfolios with the announcement of three new product bundles for design, web, and video software solutions. By combining the publishing strength of Adobe Creative Suite 2 and Adobe video solutions with the interactivity of Macromedia Flash Professional 8 and Macromedia Studio 8 software, we're enhancing customer capabilities to deliver compelling content and digital experiences — in print, on the web, in video, and across mobile devices.
Much of Adobe's long-term product strategy is evidenced in the new business unit structure now in place. As a matter of practice, we don't preannounce products or development schedules.
The combination of Adobe and Macromedia integrates two healthy, profitable companies with similar cultures and value systems. Both share a passion for innovation and a commitment to developing and delivering customer-driven software. Both also value integrity, customer focus, innovation, leadership, operational excellence, teamwork, a dynamic work environment, and contributing to the communities in which employees live and work.
Leveraging the combined reach of Adobe Reader and the Macromedia Flash Player, Adobe's engagement platform will provide the client, programming model (including open standards such as PDF and SWF), and open APIs required to create, manage, and deliver rich Internet applications. It will build on existing infrastructure, standards, and skills, enabling the integration of complex content and technologies without sacrificing scale or efficiency. Because it scales from mobile devices to high-end servers, our platform will meet a broader set of customer needs than either company could have addressed on its own.
All products continue to be available for purchase. We are a customer-driven company and, as always, we will continue to evaluate and respond to customer demand to shape our product mix.
Initially, Adobe will offer combinations of products that provide specific solutions, such as the product bundles announced at the time of the acquisition close. After that, product integration requiring engineering enhancements will come in the first 12 to 18 months as part of regularly scheduled product upgrade cycles.
Our long-term plan is to develop a "universal client" by combining PDF, Flash and HTML in a single, integrated runtime. Of course, we will continue delivering the Flash Player as a small, efficient runtime for content and applications on the web, and Adobe Reader for viewing and interacting with PDF documents and forms. The integration of these technologies into a unified framework creates a ubiquitous platform that runs on virtually every device, and dramatically expands the opportunities to create compelling solutions.
In general, product release cycles will not be affected except in cases where we have opportunities to develop enhanced integration features.
Both Adobe and Macromedia have been part of the W3C working group that defined the SVG-t specification. While Flash and Flash Lite have gained critical momentum with customers and partners worldwide, particularly in the fast-growing mobile market, we recognize that both SVG and Flash have had success globally. As a result, Adobe will continue to support the display of popular graphics standards, including SVG-t and Flash, to meet the needs of customers and partners worldwide.
Updates are available via the Adobe/Macromedia acquisition page.
Customers will be notified if there are any changes to their account teams.
Adobe is committed to Macromedia customers and believes both training and support are critical components of providing a complete customer solution. Adobe plans to continue this philosophy.
We will be working to quickly align our infrastructures, including our customer contact points. Meanwhile, please continue using the existing contacts, and Adobe will ensure your inquiry is routed to an agent who can handle your issue. For more information on contacting Adobe, visit Adobe.com and click "Contact Us."
Yes. Adobe now has a large community of more than one million developers as well as an extended ecosystem of user groups, book publishers, certification programs, conferences, and trainers. Adobe will offer numerous resources, tools, and programs — including continuing all websites, tutorials, forums, and other resources formerly run separately by Macromedia and Adobe — to support and build up this community. Additionally, moving forward, developers will play a key part in the proliferation of Adobe's engagement platform for the creation and deployment of compelling, actionable applications and content to any desktop or device. Developers will be able to count on a universal client that is cross-browser, cross-platform, and cross-device, as well as tools and technologies that support the entire development workflow.
The transaction closed on December 3, 2005.
Adobe acquired Macromedia in an all-stock transaction valued at approximately $3.4 billion on the acquisition announcement date. Under the terms of the agreement, Macromedia stockholders received, at a fixed exchange ratio and in a tax-free exchange, 1.38 shares of Adobe common stock for each share of Macromedia common stock. (The figure 1.38 reflects Adobe's two-for-one stock split paid on May 23, 2005, to Adobe stockholders of record as of May 2, 2005.)
Fiscal year 2006 financial targets for the combined company will be provided in conjunction with reporting of Adobe's fiscal 2005 fourth quarter and year-end financial results on December 15, 2005.
Adobe's fiscal year 2005 closed on December 2, 2005, and its fiscal year 2006 began the following day. The combined company will operate on Adobe's fiscal calendar.
As a result of the acquisition, shares of Macromedia were converted into the right to receive 1.38 shares of Adobe stock, and Macromedia stock is no longer being traded.
The process of exchanging Macromedia shares for Adobe shares depends on the manner in which you hold your Macromedia shares.
Holders of Macromedia stock certificates:
If you hold physical certificates representing shares of Macromedia stock, you will receive a letter of transmittal from Computershare Trust Company of New York, the exchange agent for the Adobe/Macromedia acquisition. The transmittal letter will detail the procedures for Macromedia stockholders to exchange their certificates for Adobe common stock certificates and to exchange any fractional share for cash.
Please allow approximately two weeks to receive your Letter of Transmittal. If you believe that Macromedia and its transfer agent do not have your current address or you have not received a Letter of Transmittal in the time frame above, contact Computershare at 212-701-7600 to request a new Letter of Transmittal.
Please note that if you hold shares through a bank or broker you will not receive a Letter of Transmittal and do not need to complete a Letter of Transmittal.
Holders of Macromedia stock through banks or brokers ("street name"):
If you hold shares through a bank or broker, your bank or broker will handle the conversion of your shares. You do not need to take any action. Note that some banks or brokers may compute the cash in lieu of fractional shares slightly differently.
The price of Adobe common stock upon which fractional share cash payments will be based is $34.97, the closing price of Adobe common stock on Friday, December 2, 2005.
The acquisition has been structured to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. As a result, Macromedia stockholders will not recognize gain or loss for United States federal income tax purposes upon the exchange of shares of Macromedia common stock for shares of Adobe common stock, except with respect to cash received in lieu of fractional shares of Adobe common stock. Tax matters are very complicated, and the tax consequences of the acquisition to a particular stockholder will depend in part on such stockholder's circumstances. Accordingly, you should consult your own tax adviser for a full understanding of the tax consequences of the acquisition to you, including the applicability and effect of federal, state, local, and foreign income and other tax laws.
Cash payments received by Macromedia stockholders in lieu of fractional shares will be treated as if such fractional shares of Adobe common stock were issued in the acquisition and then sold. A Macromedia stockholder who receives such cash will recognize gain or loss equal to the difference, if any, between such stockholder's basis in the fractional share and the amount of cash received. Such gain or loss will be a capital gain or loss, and any such capital gain will be a long-term capital gain if the Macromedia common stock is held by such stockholder for more than one year. Tax matters are very complicated, and the tax consequences of the acquisition to a particular stockholder will depend in part on such stockholder's circumstances. Accordingly, you should consult your own tax adviser for a full understanding of the tax consequences of the acquisition to you, including the applicability and effect of federal, state, local, and foreign income and other tax laws.
As a result of the acquisition, Macromedia stockholders will receive 1.38 shares of Adobe common stock for each share of Macromedia common stock they own. For example, if you own 100 shares of Macromedia common stock, you will receive 138 shares of Adobe common stock in exchange for your Macromedia shares. Macromedia stockholders will also receive a cash payment in lieu of any fractional share of Adobe common stock.
No. Macromedia stockholders will receive 1.38 shares of Adobe common stock for each share of Macromedia common stock they own. Macromedia stockholders will also receive a cash payment in lieu of any fractional share of Adobe common stock.
Subject to certain exceptions, each Macromedia stock option that is outstanding and unexercised immediately prior to the closing will be converted into an option to purchase Adobe common stock. Adobe will assume that stock option (or will replace that stock option by issuing a materially equivalent replacement stock option to purchase Adobe common stock) in accordance with the terms of the applicable Macromedia stock option plan and terms of the stock option agreement relating to that Macromedia stock option.
For additional information, see www.adobe.com/adbe.
Copyright © 2008 Adobe Systems Incorporated. All rights reserved.
Use of this website signifies your agreement to the Terms of Use and Online Privacy Policy (updated 07-08-2008).
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