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Adobe to Acquire Day Software

Will strengthen the Adobe’s enterprise software solutions

Adobe Systems Incorporated and Day Software Holding AG 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.”

Transaction Details

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 http://www.adobe.com/ADBE.

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