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  Adobe Systems Incorporated has announced a definitive agreement to acquire Macromedia in an all-stock transaction valued at approximately $3.4 billion.
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.
From the Adobe site.... http://www.adobe.com/aboutadobe/invrelations/adobeandmacromedia.html
The combination of Adobe and Macromedia strengthens our mission of
helping people and organizations communicate better. Through the
combination of our powerful development, authoring and collaboration
tools - and the complementary functionality of PDF and Flash - we have
the opportunity to drive an industry-defining technology platform that
delivers compelling, rich content and applications across a wide range
of devices and operating systems.
By combining the passion and creativity of two leading-edge companies,
we will continue driving innovations that are changing the ways people
everywhere are experiencing and interacting with information.
Adobe is required to include the following legend on any communications
that may be deemed to be offering or soliciting material under the
applicable SEC rules and regulations:
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Adobe Systems Incorporated intends to file a registration statement on
Form S-4, and Adobe and Macromedia, Inc. intend to file a related joint
proxy statement/prospectus, in connection with the merger transaction
involving Adobe and Macromedia. Investors and security holders are
urged to read the registration statement on Form S-4 and the related
joint proxy/prospectus when they become available because they will
contain important information about the merger transaction. Investors
and security holders may obtain free copies of these documents (when
they are available) and other documents filed with the SEC at the SEC's
web site at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by Adobe by
contacting Macromedia Investor Relations at 408-536-4416. Investors and
security holders may obtain free copies of the documents filed with the
SEC by Macromedia by contacting Macromedia Investor Relations at
415-252-2106.
Adobe, Macromedia and their directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Adobe and Macromedia in connection with the merger
transaction. Information regarding the special interests of these
directors and executive officers in the merger transaction will be
included in the joint proxy statement/prospectus of Adobe and
Macromedia described above. Additional information regarding the
directors and executive officers of Adobe is also included in Adobe's
proxy statement for its 2005 Annual Meeting of Stockholders, which was
filed with the SEC on March 14, 2005. Additional information regarding
the directors and executive officers of Macromedia is also included in
Macromedia's proxy statement for its 2004 Annual Meeting of
Stockholders, which was filed with the SEC on June 21, 2004 and
Macromedia's proxy statement for a Special Meeting of Stockholders,
which was filed with the SEC on October 6, 2004. These documents are
available free of charge at the SEC's web site at www.sec.gov and from
Investor Relations at Adobe and Macromedia as described above. An excellent commentary about what the possible outcome of a merger might be....
http://www.macworld.com/news/2005/04/19/adobeanalysis/index.php And an amusing commentary (or translation of one of the press documents) here...
http://daringfireball.net/2005/04/adobe_translation
[Update 1] Link to Macworld commentary added
[Update 2] Link to Daringfireball added
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