MACROMEDIA AND
ALLAIRE TO MERGE
Web Design and Development Leaders
Will Enable Web Professionals to Develop Content and
Applications Delivered Across Multiple Devices
San Francisco, California and Newton,
Mass—January 16, 2001—Macromedia, Inc. (NASDAQ: MACR)
and Allaire Corporation (NASDAQ: ALLR) today announced a
definitive merger agreement. The combined company will
unite the Web design and development communities and
enable Web professionals to efficiently build the look
of a Web site and the application logic behind
it—creating the best possible user experience across
multiple devices.
The transaction, valued at
approximately $360 million on a fully-diluted basis,
brings together market-leading server, authoring and
playback software to make Web development more
efficient, affordable, and accessible. Under the terms
of the definitive merger agreement unanimously approved
by each company’s board of directors, Macromedia will
acquire Allaire. Rob Burgess, chairman and CEO of
Macromedia, will continue as chairman and CEO of the
combined company, which will retain the Macromedia name.
Jeremy Allaire, CTO of Allaire, will be the CTO of
Macromedia, reporting to Kevin Lynch, president of
Macromedia products.
"This merger is a natural.
Combining the technology and talent of Macromedia and
Allaire will bring Web professionals a complete,
accessible way to build engaging, dynamic Web sites and
applications," said Burgess. "With this
merger, we are taking the next logical step in
empowering developers to create—and users to enjoy—a
new generation of compelling Web experiences on
everything from personal computers and set-top boxes to
PDAs and beyond."
"Allaire and Macromedia share a
common vision, business model, and corporate
culture," said David Orfao, president and CEO of
Allaire. "This merger will bring together
complementary products, extensive channels, and
first-rate service organizations into a powerful
combined company that will lead the Web software
industry."
The strengths of the combined company
include:
A comprehensive, market-leading
authoring and server product line;
Macromedia Dreamweaver, the leading
professional visual HTML editor, with more than a 70
percent market share;
Macromedia Flash, the rich media
standard, with a 96 percent Web penetration;
Allaire ColdFusion, the leading
cross-platform Web application server;
Allaire JRun, the volume leader in
J2EE application servers;
High volume distribution of software
through complementary channels; and
A combined customer base of more
than two million, ranging from Web designers to
application developers to Java programmers.
The combined company will evolve its
Web development platform with support for open industry
standards. The first step is to deliver on Allaire’s
plan to bring the development model of ColdFusion to the
J2EE standard. This will enable an approachable,
productive solution for building applications on the
Java platform using industry standard technologies such
as XML and JSP. The next step will be to develop a set
of application services—reusable components and
application logic—that enhance the major software
platforms including Java and Microsoft .NET.
As the Web evolves, users will access
content not just through PCs but via a wide variety of
devices. The combined company will work towards
empowering developers with an efficient way to develop
once for multiple devices and then serve these
applications without having to redevelop application
logic for each device.
"Our combined user communities
are at the forefront of defining today's Web
experiences," said Lynch. "Together, we will
lead the way in constructing the dynamic, multi-device
Web of the future, and deliver this across industry
standard application servers."
In the merger, Macromedia will
exchange 0.2 shares of its stock and $3 in cash for each
Allaire share. The merger will be accounted for as a
purchase combination and is expected to be accretive in
Macromedia’s fiscal year 2002. This transaction is
subject to certain closing conditions, including
regulatory approvals and the approval of the Allaire
shareholders, and is expected to close by the second
calendar quarter of 2001. In connection with the merger
agreement, Allaire has granted Macromedia an option to
acquire 19.9 percent of Allaire’s stock, exercisable
in certain circumstances.
ABOUT ALLAIRE
Allaire brings e-business innovation within
everyone's reach. Technology professionals worldwide
rely on Allaire's software products to rapidly and
cost-effectively build their business on the Web. With a
proven software foundation and a worldwide partner
network, Allaire has enabled thousands of companies to
deliver innovative Internet business solutions.
Headquartered in Newton, Mass. with over 550 employees,
Allaire has offices in North America, Europe and Asia
Pacific and can be found on the World Wide Web at www.allaire.com.
ABOUT MACROMEDIA
Macromedia is passionate about what the Web can be.
Its award-winning products empower developers to provide
the most engaging experiences on the Web, and enable
more effective e-business. Headquartered in San
Francisco, Macromedia (NASDAQ: MACR) has more than 1,200
employees worldwide and is available on the Internet at www.macromedia.com.
