Adobe and Figma Mutually Agree to Terminate Merger Agreement
18 Dezembro 2023 - 10:00AM
Business Wire
Today, Adobe (Nasdaq:ADBE) and Figma announced that they have
entered into a mutual agreement to terminate their previously
announced merger agreement, originally announced on September 15,
2022, under which Adobe would have acquired Figma for a mix of cash
and stock consideration.
Although both companies continue to believe in the merits and
procompetitive benefits of the combination, Adobe and Figma
mutually agreed to terminate the transaction based on a joint
assessment that there is no clear path to receive necessary
regulatory approvals from the European Commission and the UK
Competition and Markets Authority.
“Adobe and Figma strongly disagree with the recent regulatory
findings, but we believe it is in our respective best interests to
move forward independently,” said Shantanu Narayen, chair and CEO,
Adobe. “While Adobe and Figma shared a vision to jointly redefine
the future of creativity and productivity, we continue to be well
positioned to capitalize on our massive market opportunity and
mission to change the world through personalized digital
experiences.”
“Figma has built an incredible product design platform, and I am
confident in their continued innovation and growth after spending
more than a year with their team and community,” said David
Wadhwani, president, Digital Media Business, Adobe. “I have been
impressed with Dylan and his incredible team at Figma and will look
for ways to partner to delight joint customers in the future.”
“Going through this process with Shantanu, David and the Adobe
team has only reinforced my belief in the merits of this deal, but
it’s become increasingly clear over the past few months that
regulators don’t see things the same way,” said Dylan Field,
co-founder and CEO, Figma. “While we’re disappointed in the
outcome, I am deeply grateful to everyone who has contributed to
this effort and excited to find other ways to innovate on behalf of
our respective communities with Adobe.”
The companies have signed a termination agreement that resolves
all outstanding matters from the transaction, including Adobe
paying Figma the previously agreed upon termination fee.
Advisors
Wachtell, Lipton, Rosen & Katz; Skadden, Arps, Slate,
Meagher & Flom LLP; and Freshfields Bruckhaus Deringer are
serving as legal advisors to Adobe. Fenwick & West LLP;
Slaughter and May; and Cleary Gottlieb Steen & Hamilton LLP are
serving as legal advisors to Figma.
Forward-Looking Statements Disclosure
In addition to historical information, this press release
contains forward-looking statements within the meaning of
applicable securities law. In addition, when used in this press
release, the words “will,” “expects,” “could,” “would,” “may,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,”
“estimates,” “looks for,” “looks to,” “continues” and similar
expressions, as well as statements regarding our focus for the
future, are generally intended to identify forward-looking
statements. Each of the forward-looking statements we make in this
press release involves risks, uncertainties and assumptions based
on information available to us as of the date of this press
release. Such risks and uncertainties, many of which relate to
matters beyond our control, could cause actual results to differ
materially from these forward-looking statements. Factors that
might cause or contribute to such differences include, but are not
limited to: failure to innovate effectively and meet customer
needs; issues relating to development and use of AI; failure to
realize the anticipated benefits of investments or acquisitions;
failure to compete effectively; damage to our reputation or brands;
service interruptions or failures in information technology systems
by us or third parties; security incidents; failure to effectively
develop, manage and maintain critical third-party business
relationships; risks associated with being a multinational
corporation and adverse macroeconomic conditions; failure to
recruit and retain key personnel; complex sales cycles; changes in,
and compliance with, global laws and regulations, including those
related to information security and privacy; failure to protect our
intellectual property; litigation, regulatory inquiries and
intellectual property infringement claims; changes in tax
regulations; complex government procurement processes; risks
related to fluctuations in or the timing of revenue recognition
from our subscription offerings; fluctuations in foreign currency
exchange rates; impairment charges; our existing and future debt
obligations; catastrophic events; and fluctuations in our stock
price. Further information on these and other factors are discussed
in the section titled “Risk Factors” in Adobe’s most recently filed
Annual Report on Form 10-K and Adobe's most recently filed
Quarterly Reports on Form 10-Q. The risks described in this press
release and in Adobe’s filings with the U.S. Securities and
Exchange Commission should be carefully reviewed. Adobe undertakes
no obligation to publicly release any revisions to the
forward-looking statements or reflect events or circumstances after
the date of this communication, except as required by law.
About Adobe
Adobe is changing the world through digital experiences. For
more information, visit www.adobe.com.
About Figma
Figma is a design platform for teams who build products
together. Born on the web, Figma helps teams brainstorm, design,
and build better products — from start to finish. Whether it’s
consolidating tools, simplifying workflows, or collaborating across
teams and time zones, Figma makes the design process faster, more
efficient, and fun while keeping everyone on the same page.
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Adobe Investor Relations Contact Jonathan Vaas ir@adobe.com
Adobe Public Relations Contact Ashley Levine
adobepr@adobe.com
Figma Public Relations Contact Michael Amodeo
press@figma.com
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