Adobe to acquire Macromedia for $3.4 billion
http://www.macnn.com/articles/05/04/18/adobe.to.buy.macromedia/

Adobe Systems today announced a definitive agreement to acquire Macromedia
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
Elop. "Our combined teams will be a powerful force for innovation around
cutting-edge platforms for delivering content and applications."



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