Mark Peters : May 6th 2005 - 11:35 CET
Adobe acquires Macromedia in all-stock transaction
Adobe acquires Macromedia in all-stock transaction : Adobe Systems 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. |
Adobe and Macromedia - Combining |
“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 PDF and Flash - Adobe has the opportunity to bring this vision to life with an industry-defining technology platform.”
Adobe acquires Macromedia - Shares
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.
Adobe acquires Macromedia - Staff
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.
Adobe acquires Macromedia - Powerful force for innovation
“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.”
Adobe acquires Macromedia - Integration
The two companies are developing integration plans that build on the cultural similarities and the best business and product development practices from each company. “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.
Adobe acquires Macromedia - Acquisition
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.
Adobe acquires Macromedia - Break-even in the first 12 months
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.
Adobe acquires Macromedia - 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.
Macromedia Management Team:-
Stephen A. Elop - Chief Executive Officer : Stephen Elop is CEO of Macromedia. Since joining the company in 1998, Elop has held a number of positions including chief operating officer, where he was responsible for executing on growth opportunities across its designer/developer, business user and consumer markets. As executive vice president of worldwide field operations, Elop was responsible for sales, operations, and services functions. Prior to that, Elop held posts in the Web/IT department at Macromedia and was general manager of its eBusiness division. He previously worked as senior vice president of systems and CIO for Boston Chicken, Inc. He also served as director of Lotus Development Corporation's Consulting Services Group, with responsibility for Canada and the Midwestern United States. Elop earned a Bachelor of Computer Engineering and Management degree from McMaster University in Ontario, Canada in 1986.
Betsey Nelson - Executive Vice President and Chief Financial Officer : Betsey Nelson is executive vice president and chief financial officer of Macromedia. Nelson joined Macromedia in 1996 to lead mergers and acquisitions, and has served as the company's CFO since 1997. She is responsible for all of the company's administrative functions, including investor relations, finance, human resources, legal, information technology, and real estate. Prior to joining Macromedia, Nelson spent eight years at Hewlett-Packard, where she held a variety of positions in both finance and corporate development. Nelson holds an M.B.A. in Finance with distinction from The Wharton School at the University of Pennsylvania, and a B.S. in Foreign Service from Georgetown University. Nelson currently serves on the board of Macromedia and CNET Networks, a leader in Internet technology and publishing.
Kevin Lynch - Executive Vice President and Chief Software Architect : Kevin Lynch is the executive vice president and chief software architect for Macromedia. Lynch has been instrumental in shaping the Macromedia product family since joining the company in 1996. Most recently, Lynch has led the MX initiative at Macromedia, currently as general manager for MX products, which unified its tool, server and player software. As chief software architect, Lynch is responsible for ensuring Macromedia products are practical, powerful, and enjoyable for their customers. Lynch's career has enabled him to participate in the emergence and rapid growth of the personal computer industry that began in the late 1970s, through the graphical user interface revolution in the 80s, to the convergence of content, applications, and communications on the profoundly networked systems of today. Lynch defined and led the initial development of Macromedia Dreamweaver, one of the company's core products which leads the market among professional web developers. Prior to joining Macromedia, Lynch pioneered a navigational user interface for handheld communicators at General Magic. He also designed the user interface and developed the first Macintosh release of FrameMaker for Frame Technology. Lynch studied interactive computer graphics at the University of Illinois, working with artists and engineers in the Electronic Visualization Laboratory. While he was in school, the first Macintosh was introduced, and Lynch began at his first startup as vice president of product development. He developed and shipped some of the first Macintosh applications, including a graphical adventure game in 1984, a 3D graphics package in 1985, and a desktop publishing application in 1987, which introduced user interface elements in common use today.
David Mendels - Executive Vice President and General Manager : David Mendels is executive vice president and general manager at Macromedia. Mendels joined Macromedia in April 1992 and has held numerous sales, marketing, and general management positions. Mendels has played a major role in the development of Macromedia's product and business strategies for more than ten years. Mendels began his career at Macromedia in the international department. He moved to Japan to lead Macromedia's field operations there and led all sales and marketing in Japan. Mendels was instrumental in setting up Macromedia Japan KK. After returning to the United States in 1995, Mendels held positions running business development and alliances as well as general management of a number of Macromedia product groups. Currently he serves as general manager for Macromedia’s MX products, including Flex, Flash, Dreamweaver, and ColdFusion. In that capacity, he has overall responsibility for the business unit and directly manages product marketing, product management, and product development. Mendels earned a Masters of Arts Degree in Japanese Studies from the University of California at Berkeley in 1991 and a Bachelors Degree in East Asian Studies from Wesleyan University in 1988.
Tom Hale - Senior Vice President and General Manager : Tom Hale is senior vice president and general manager at Macromedia. In this role, Hale is responsible for products such as Breeze and Contribute that target the business user. Hale joined Macromedia in 1995 as a product manager. Since then, he has held executive roles in product management, marketing, and business strategy for the company, including the launches of Studio MX, DevNet, and electronic licensing at Macromedia. Hale is passionate about changing the way people use the Internet as part of their daily life. Prior to joining Macromedia, Hale was director of sales and marketing at Fauve Software. Hale earned a Bachelor of Arts degree from Harvard University in 1990.
Alan S. Ramadan - Executive Vice President, General Manager of Mobile and Devices : Al Ramadan is the executive vice president and general manager of mobile and devices at Macromedia. Ramadan previously served as CMO at Macromedia from 2002 to 2003 and was a member of the board of directors for Macromedia from 1999 to 2001. Prior to joining Macromedia, Ramadan was chairman of Quokka Sports, after serving as its co-founder, president, and CEO from 1996 to 2000. For his role in founding Quokka Sports, he was recognized by Time Magazine as a member of the Top Fifty Time Digital Cyber Elite and Upside Magazine named him one of its "Elite 100". From 1992-1995, Ramadan served as CEO of Fluid Thinking, the technology partner for the Australian America’s Cup Challenge. In 1990, Ramadan was founder of OzWare, an Australian software development company, which won OEM software contracts with leading Unix vendors including AT&T, Pyramid, and Sequent. Previously, Ramadan was a regional manager of a consulting and services company specializing in applied mathematics consulting and software development. Prior to that, he was a mathematician and computer scientist at BHP Steel. Ramadan graduated from Monash University in 1983 with a dual degree in computer science and applied mathematics. He graduated from Stanford University’s Executive Program for Growing Companies in 1995. An accomplished sportsman, Alan has represented Australia in baseball and yachting. He now represents the world in pushing the envelope in digital convergence.
Don Hunt - Senior Vice President and General Manager : Don Hunt joined Macromedia in September, 2004, and serves as the company’s senior vice president of worldwide sales. In this role, he is responsible for developing and executing a worldwide sales strategy across designer/developer, business user, and consumer markets. Prior to joining Macromedia, he served as senior vice president of worldwide field operations for MatrixOne and senior vice president of worldwide operations for Genesys. Hunt also previously served as: vice president and general manager for North America for Informix; vice president for North America and Latin America for Open Market; and director of North American ISVs for Sun Microsystems, Inc. He has more than 23 years experience in sales. Hunt holds a Bachelor of Science degree from Salem State College.
Jonathan Gay - Chief Technology Officer : Jonathan Gay is chief technology officer for Macromedia. In this role, he is responsible for helping the teams across Macromedia develop and invest in new technologies that will enable Macromedia customers to build next generation experiences on the Internet. Gay was formerly the vice president of technology and helped define the Flash technology agenda as well as leading engineering groups developing new technologies around Flash including video, Flash Communication Server and Breeze Live. Prior to Macromedia, Gay founded FutureWave Software in 1993, where he created the software that eventually became Macromedia Flash and continued to lead the product through its early development at Macromedia. At FutureWave, Gay led the development of the SmartSketch drawing software. SmartSketch evolved into a web animation product called FutureSplash Animator, released in 1996, which became Macromedia Flash 1.0 after it was acquired. Gay started his programming career building the Macintosh computer games Airborne!, Dark Castle, and Beyond Dark Castle. They were the first Mac games with digitized sound. Dark Castle was the first Macintosh game for which a professional artist created the animation. He also led development of Aldus Intellidraw, an illustration program for Macintosh and Windows. Gay graduated from Harvey Mudd College with a B.S. in engineering.
Robert Urwiler - Senior Vice President, Customer Care and Chief Information Officer : Robert Urwiler is senior vice president of customer care and chief information officer for Macromedia. In this role, he is responsible for leading the company’s global customer support function and being the “first and best” user of Macromedia products across our internal information technology ecosystem. Most recently, Urwiler served as chief information officer at Peregrine Systems in San Diego. Previously, he held technology management positions at Scientific-Atlanta, PricewaterhouseCoopers, and Sprint. Urwiler holds a Ph.D. in information systems from Nova Southeastern University and a master's degree in technology management from Mercer University. He is a member of the Society for Information Management (SIM), the CIO Collective, the CIO Executive Council, the Council of Communications Advisors, and various technical and customer advisory boards.
Penny Wilson - Senior Vice President of Global Marketing : Penny Wilson is senior vice president of global marketing at Macromedia. In this role, she is responsible for directing corporate marketing, industry marketing and communications. Over the past five years at Macromedia, Wilson served as senior vice president of industry solutions and was instrumental in the rebuilding of macromedia.com. Prior to joining Macromedia, she served as president of Extend Media and president of Alias|Wavefront. Wilson previously served as Vice President Global Systems for Merrill Lynch. She has over 23 years of international experience in the high tech industry. Wilson holds an honors Bachelor of Science in Computer Science and Business Administration from University of Guelph, Ontario.
Ray Martinelli - Senior Vice President, Human Resources : Ray Martinelli is senior vice president of human resources at Macromedia. In this role, he is responsible for leading the company’s global Human Resources function. Before joining Macromedia, Martinelli served as vice president of human resources for Juniper Networks and led a global HR organization responsible for recruiting, benefits, compensation, training, and employee communication. He was instrumental in the creation of the company’s HR processes and infrastructure, helping Juniper scale from 500 employees to over 3000 worldwide. During his career, Martinelli has held a series of HR leadership positions at various companies, including Computer Curriculum Corp. and Apple Computer. With over 20 years of human resources experience, he began his professional career at Esprit de Corp. where he built a global HR organization that supported more than 2000 employees. Mr. Martinelli holds a bachelor of arts degree in organizational communications from Sacramento State University and a master of science degree in organizational development from Golden Gate University.
Les Schmidt - Senior Vice President and General Manager : Les Schmidt is senior vice president and general manager of cross company initiatives at Macromedia. In this role, Schmidt and his team plan and lead efforts that require diverse resources to achieve company objectives. Schmidt, passionate about customer experiences, continually focuses on optimizing the process of buying, using, and owning a Macromedia product as well as delivering great experiences on mobile devices. Schmidt joined Macromedia in 2003 to lead the redesign of the macromedia.com website to coincide with the launch of the MX 2004 products and introduced the Synchronous Development process to Macromedia. Prior to joining Macromedia, Schmidt has held CEO, COO and CFO roles at various technology companies including Quokka Sports, MECON, Inc., The Learning Company and Applied Immune Sciences. His only hiatus from the high-tech world was to serve as chief operating officer for the San Francisco 49ers during the 2001 and 2002 seasons. Schmidt has a degree in political science and economics from Antioch College and a master’s degree in taxation from Golden Gate University.