Adobe Systems Incorporated (Nasdaq:ADBE) and Day Software Holding AG (SIX: DAYN, OTCQX: DYIHY) announced the two companies have entered into a definitive agreement for Adobe to launch a public tender offer to acquire all of the publicly held registered shares of Day Software for CHF139 per share in cash in a transaction valued at approximately CHF255 million on a fully diluted equity-value basis. This approximates US$240 million at the current exchange rate.
Adobe’s acquisition of Day will strengthen the company’s enterprise software solutions with market leading Web Content Management (WCM), Digital Asset Management and Social Collaboration offerings. This acquisition represents a significant market opportunity for Adobe to help organizations transform themselves by enabling them to create, manage, distribute and monetize content while optimizing the web experience for their customers.
Day’s leading web solutions combined with Adobe’s existing enterprise portfolio will enable customers to better integrate their global web presence and business applications, unlocking value across their marketing, sales and service processes.In addition, Day customers will be able to leverage more interactive application and document capabilities from Adobe® AIR®, Adobe® Flash®, Flex, Adobe® LiveCycle® and PDF.The combination of Day and Adobe will help customers realize the full potential of the web in acquiring, servicing and retaining their customers, without disrupting their existing IT infrastructures.
“Adobe’s acquisition of Day represents a key milestone in our efforts toward delivering best-in-class customer experience management solutions to enterprises and governments worldwide,” said Rob Tarkoff, senior vice president and general manager, Digital Enterprise Solutions, Adobe. “With the addition of Day to our enterprise portfolio, we will be able to enhance the value of our offering and deliver on our vision of the web as the hub of customer interaction.”
“Organizations around the globe have recognized the importance of the online and mobile channel and turned to Day as their enterprise standard for next generation Web Content Management,”said Erik Hansen, CEO, Day Software. “We are excited to join Adobe and combine our expertise in WCM with technologies that create and deliver rich online and offline experiences leveraging the ubiquity of Flash and PDF. We believe this is a winning combination for both Adobe and Day customers.”
As part of the expected integration of the two companies, Day will operate as a product line within Adobe’s Digital Enterprise Solutions Business Unit. Day CEO Erik Hansen will join Adobe reporting directly to Rob Tarkoff.
The proposed offer represents a premium of 59 percent over Day’s volume-weighted average share price for the last 60 trading days. The Board of Directors of Day unanimously recommends the offer to Day shareholders. The Chairman and the CEO of Day and other Board members have entered into undertakings to tender their shares.
The completion of the transaction, which is subject to customary government approvals and the satisfaction of other customary conditions, including a minimum acceptance threshold with respect to the tender offer, is expected to close in the fourth quarter of Adobe’s 2010 fiscal year.
Adobe expects the acquisition will have no material impact on Adobe’s non-GAAP earnings for fiscal year 2010 and that it will be accretive to non-GAAP earnings for fiscal year 2011.
Further details for Day shareholders can be found in the formal pre-announcement of the tender offer published in German and French today. The companies will make information, including an FAQ and other details about the acquisition, available at www.adobe.com/ADBE.
Forward-Looking Statements Disclosure
This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including the risks to both companies that the acquisition of Day will not be consummated, as the transaction is subject to certain closing conditions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding: the anticipated timing of filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; the anticipated financial impact of the transaction to Adobe; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. In addition, if and when the transaction is consummated, there will be risks and uncertainties related to Adobe’s ability to successfully integrate the products and employees of Adobe and Day, as well as the ability to ensure continued performance or market growth of Day’s products. These risks, uncertainties and other factors, and the general risks associated with the respective businesses of Adobe and Day, could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to Adobe and Day and are qualified in their entirety by this cautionary statement. Neither Adobe nor Day assumes any obligation to update any such forward-looking statements or other statements included in this press release.
Day Software is the Enterprise Content Management (ECM) pioneer that leading global enterprises rely on for their Web 2.0 content application and content infrastructure needs. Day’s Content Repository Extreme (CRX) is the industry’s leading Java Content Repository (JCR) that provides unique virtualization services to consolidate legacy repositories and unique cloud computing services to lower IT operational costs. Day’s CQ5 provides industry-leading Web Content Management, Digital Asset Management, and Social Collaboration in a single, unified suite and won the 2009 InfoWorld Technology of the Year Award for “Best Web CMS”.
Day is an international company with headquarters in Basel, Switzerland and Boston Massachusetts, traded since April 2000 on the SIX Swiss Exchange, and “Over the Counter” (OTC) as American Depositary Receipts (OTCQX:DYIHY). Day’s customers are worldwide leading global enterprises, including: Adobe, Audi, Volkswagen, Daimler, BMW, General Motors, Nissan, Williams Sonoma, John Lewis, Hyatt, Intercontinental Hotels Group, McDonalds, Newsweek, and MTV.
About Adobe Systems Incorporated
Abode revolutionizes how the world engages with ideas and information – anytime, anywhere and through any medium. For more information, visit www.adobe.com.