Adobe Inc. (NasdaqGS:ADBE) entered into an agreement and plan of merger to acquire Figma, Inc. for $19.9 billion on September 15, 2022. Under the terms of agreement, each issued and outstanding share of common stock of Figma, and each issued and outstanding share of preferred stock of Figma will receive 0.045263 shares of common stock of Adobe; and $22.4795 in cash. The consideration is subject to adjustments, including for cash, debt and transaction expenses, in accordance with the terms of the merger agreement. At the closing, the Adobe will deposit a portion of the aggregate purchase price in the amount of $65 million (the “Escrow Funds”) with an escrow agent to secure the obligations of former Figma stockholders and warrant holders under the merger agreement with respect to indemnification, any post-closing purchase price adjustment and certain other specified liabilities. Approximately 6 million additional restricted stock units will be granted to Figma’s Chief Executive Officer and employees that will vest over four years subsequent to closing. The cash portion of the merger consideration is expected to be financed with a combination of cash on the company’s balance sheet and, if necessary, a term loan. Adobe will be pay a termination fee of $1 billion to Figma, in case Adobe terminates the transaction. Upon the closing of the transaction, Dylan Field, Figma’s co-founder and Chief Executive Officer, will continue to lead the Figma team, reporting to David Wadhwani, President of Adobe’s Digital Media business.

The transaction is subject to Figma's and Adobe's shareholders approval, approval for listing on the Nasdaq of the company shares to be issued in the merger, regulatory approvals, effectiveness of a registration statement on Form S-4, expiration of the waiting period applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, termination of the existing stockholders agreements of Figma, Dylan Field, Co-Founder and Chief Executive Officer of Figma, continuing to be an employee of Figma at the closing and other customary closing conditions. The Board of Directors of Adobe have approved the transaction. The board of directors of Figma unanimously approved the transaction. Certain stockholders of Figma entered into a voting and support agreement to vote in favor of the transaction. As of January 11, 2023, the registration statement was declared effective. In May 3, 2023, Competition and Markets Authority (CMA) hereby gives notice in relation to the anticipated acquisition by Adobe of Figma merger that an CMA is considering whether it is or may be the case that this transaction if carried into effect. The initial period defined in section 34ZA(3) of the Act in relation to the Merger will therefore commence on the first working day after the date of this notice, ie on May 4, 2023. The deadline for the CMA to announce its decision whether to refer the Merger for a Phase 2 investigation is, therefore, June 30, 2023.The transaction is expected close in 2023. The transaction is expected to be accretive to Adobe Non-GAAP EPS at the end of year closing.

Edward D. Herlihy and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to Adobe. Michael Esquivel, Kris Withrow, Stephen M. Fisher, Thomas Kang, Ran Ben-Tzur, Jennifer J. Hitchcock, Jonathan S. Millard, David L. Hayes, Joseph Schenck, Sandra Weustink, Marshall Mort, Shawn E. Lampron, Jane Piehler, William R. Skinner, Ana Razmazma, Tom Ensign, Steve Albertson, Melissa Duffy of Fenwick & West LLP acted as legal advisor to Figma. Qatalyst Partners, L.P. acted as financial advisor to Figma. Allen & Company LLC acted as financial advisor to Adobe.