What is the primary strategic rationale behind Adobe's acquisition of Omniture?

Adobe is acquiring Omniture to enhance its capabilities and offerings in the area of online business optimization products and services. This strategic move aims to strengthen Adobe's position in the digital marketing and analytics landscape, providing customers with more comprehensive solutions for managing and improving their online operations.

What is the proposed purchase price and transaction structure?

Adobe will acquire Omniture for $21.50 per share in cash. The transaction is structured as a two-step process: first, a cash tender offer for all outstanding shares of Omniture common stock, and second, a merger where Omniture will become a wholly owned subsidiary of Adobe.

What are the key conditions that must be met for the acquisition to be completed?

The acquisition is contingent upon several conditions, including the tender of a number of Omniture shares representing at least a majority of the total outstanding shares (including shares issuable upon exercise or conversion of derivative securities). Additionally, regulatory clearances, such as the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, must be obtained. Other conditions outlined in the merger agreement must also be satisfied or waived.

Are there any significant shareholders supporting this acquisition?

Yes, Omniture's directors and certain affiliates who collectively hold approximately 9.6% of Omniture's outstanding common stock have entered into a Tender and Support Agreement with Adobe. Under this agreement, they have committed to tendering all of their shares in the proposed offer, indicating their support for the transaction.

ADBE 8-K: Material Agreements

Summary

Adobe Systems Incorporated (ADBE) announced on September 15, 2009, a definitive Agreement and Plan of Merger to acquire Omniture, Inc. This move represents a significant strategic acquisition for Adobe, aiming to bolster its offerings in online business optimization products and services. The transaction will be executed as a two-step process, commencing with a cash tender offer of $21.50 per share for all outstanding Omniture common stock, followed by a merger where Omniture will become a wholly owned subsidiary of Adobe. This acquisition is expected to enhance Adobe's competitive position in the digital marketing and analytics space. The deal is subject to customary closing conditions, including regulatory approvals such as the expiration of the Hart-Scott-Rodino waiting period, and a minimum tender of shares representing a majority of Omniture's outstanding stock, considering potential dilutive securities. Key Omniture executives and affiliates representing approximately 9.6% of the company's stock have agreed to tender their shares, supporting the transaction.

Key Highlights

1Adobe to acquire Omniture, Inc. for $21.50 per share in cash through a two-step transaction.
2The acquisition targets Omniture's expertise in online business optimization products and services.
3The deal structure involves a cash tender offer followed by a merger.
4Key conditions for the tender offer include securing at least a majority of Omniture's outstanding shares and obtaining regulatory approvals.
5A termination fee of $64 million may be payable by Omniture to Adobe under certain circumstances.
6Certain Omniture directors and affiliates, holding ~9.6% of the stock, have agreed to tender their shares.

ADOBE INC. 8-K Report, Material Agreement (Sep 15, 2009)

Summary

Key Highlights

Frequently Asked Questions