How Adobe-Figma merger came together
Adobe Inc tried to acquire design firm Figma Inc for years before co-founder Dylan Field and the startup finally accepted, according to a filing with details about how the merger came together.
Field, who is also Figma’s chief executive officer, met periodically since the startup’s founding in 2012 with Adobe executives to discuss strategic partnerships or a potential acquisition. He cut off merger discussions with Adobe, the top maker of software for creative design professionals, in 2020 and 2021, tweeting in January 2021, “our goal is to be Figma not Adobe.”
But in April 2022, Field suddenly was open to Adobe’s purchase offer, according to a timeline set out in the filing released Wednesday.
While negotiating with Adobe, Figma’s board directed Field to shop around for other acquirers. He met with Microsoft Corp in May 2022 to solicit an offer as discussions with Adobe continued, according to a person familiar with the discussion.
Microsoft appears in the filing as “Party A,” an unnamed publicly-traded technology company. Figma and Party A entered a confidentiality agreement to share business information, but three weeks later, it told Figma it wasn’t interested, according to the filing. CNBC earlier reported that Microsoft was the unnamed company which Field approached. Microsoft declined to comment.
Adobe’s $20 billion offer was delivered in early July 2022. Field tried twice to increase the deal price, first to $23 billion, then to $21.5 billion. Throughout the process, Field met with Chief Executive Officer Shantanu Narayen, Chief Business Officer David Wadhwani, and Chief Product Officer Scott Belsky.
While Figma’s board explored options such as seeking another bidder or going public, it ultimately decided the Adobe merger “would provide superior value,” according to the filing.
Adobe, the maker of products such as Photoshop and Illustrator, is seeking to expand its user base to more casual consumers with the Figma acquisition, which was announced in September. The purchase would be one of the most-expensive ever of a closely held software maker. Adobe, a longtime Wall Street favourite, declined 41% last year amid economic uncertainty and concerns from investors about competitive pressures.
The US Department of Justice is investigating the deal for potential antitrust issues. The acquisition also is being reviewed by the UK Competition and Markets Authority and within the European Union and needs approval from both regulatory bodies, Adobe has said. The San Jose, California-based company also has said it expects to complete the transaction this year.
The filing “provides additional information regarding the thorough process and due diligence that led to Adobe’s agreement to acquire Figma,” said an Adobe spokesperson. “The combination represents a highly strategic opportunity that will deliver long-term value for our shareholders and customers.”
Should acquisition go through, Field is slated to receive an initial stock award of about $1 billion, which will vest over a four-year period, according to the filing. His base salary as Figma CEO within Adobe will be $600,000 with a $480,000, or 80%, bonus pool. This is in addition to the cash payment or Adobe share swap for his ownership stake in Figma.
Figma shareholders are being asked to submit consent for the merger by Jan 19. The company’s founders and their families own 81% of the voting power, including Field’s 44%, according to the filing.