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Filed By Macromedia, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Allaire Corporation
Commission File No. 0-25265
On January 16, 2001, Macromedia, Inc. issued the following press release:
FOR IMMEDIATE RELEASE
For more information, contact:
Kimberly Leo
(415) 252-2000
(415) 703-0626 FAX
[email protected]
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MACROMEDIA REPORTS RECORD REVENUES
FOR THIRD QUARTER FISCAL YEAR 2001
REVENUE INCREASES 61% AND NET INCOME INCREASES 97%
SAN FRANCISCO, CA -- JANUARY 16, 2001 -- Macromedia (NASDAQ:MACR) today
announced revenues of $103.3 million for the third quarter ended December 31,
2000, a 61% increase over revenues of $64.3 million reported in the quarter
ended December 31, 1999. Pro forma net income grew 97% year over year to $16.2
million, or $0.29 diluted earnings per share during the third quarter of fiscal
2001, compared to pro forma net income of $8.2 million, or $0.15 diluted
earnings per share in the same period a year ago.
Revenues for the nine months ended December 31, 2000 increased 72%, totaling
$300.5 million, as compared with $174.9 million for the nine-month period a year
ago. Pro forma net income for the nine-month period increased over 150% reaching
$45.7 million, or $0.81 diluted earnings per share, as compared with pro forma
net income of $17.8 million, or $0.33 diluted earnings per share, a year ago.
"We believe Macromedia is in its strongest competitive position ever," said Rob
Burgess, Macromedia chairman and chief executive officer. "During the quarter,
the company shipped outstanding new versions of Dreamweaver 4, Dreamweaver
UltraDev 4 and Fireworks 4 which extend our leadership and enable our customers
to develop the web experiences we all want. Our upcoming merger with Allaire
creates awesome new opportunities for us and we look forward to the future with
a great deal of optimism."
Macromedia Merges with Allaire
Macromedia and Allaire Corporation (NASDAQ: ALLR) today announced a definitive
merger agreement. The combined company will enable Web professionals to
efficiently build the look of
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a Web site and the application logic behind it--creating the best possible user
experience across multiple devices.
The merger is valued at approximately $360 million on a fully diluted basis. 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 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% of Allaire's stock,
exercisable in certain circumstances.
shockwave.com Completes Merger with AtomFilms
In January, shockwave.com announced the completion of its stock-for-stock
acquisition of AtomFilms. The merger, which was announced December 15, 2000,
creates the world's leading next-generation entertainment company. As part of
the merger, the shareholders of AtomFilms received approximately thirty percent
of shockwave.com. As a result, Macromedia will deconsolidate shockwave.com from
its financial results and report its investment interest under the equity method
of accounting beginning with the company's fourth quarter fiscal 2001.
Business Outlook
Macromedia provided updated growth targets for its fourth quarter fiscal 2001.
Beginning with the fourth quarter fiscal 2001, the company will no longer report
shockwave.com revenue as part of its consolidated financial statements.
Therefore, excluding shockwave.com revenue, the Company said that revenue and
pro forma earnings for the fourth quarter fiscal 2001 for its software business
only will be similar to the December quarter due to softening macroeconomic
conditions.
In addition, the Company provided preliminary targets for FY02 on a pro forma
combined basis including Allaire. Revenues in FY02 are expected to be
approximately $630 million or approximately 60% growth over expected FY01
revenue for Macromedia's software business. Pro forma combined earnings for
fiscal year 2002 are expected to be approximately $1.70. This preliminary
combined outlook will be updated at the closing of the merger, expected in
calendar Q201.
Macromedia's business outlook will be available on the MACR Investor site
throughout the current quarter. Macromedia makes these statements as of today
and undertakes no obligation to update these statements. It is currently
expected that these business outlook statements will not be updated until the
release of Macromedia's next quarterly earnings announcement. The company
reserves the right to update the outlook for any reason during the quarter,
including the occurrence of material events.
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Conference Call
Macromedia will host a conference call today to discuss third quarter fiscal
2001 results and the Allaire merger at 2:30pm PT /5:30 pm ET. A live Webcast of
the conference call can be accessed at www.macromedia.com/MACR/. A replay of the
conference call will be available on the Web site until February 16.
Except for the historical information contained herein, matters discussed in
this news release may be considered forward looking statements that involve
risks and uncertainties, including those related to the risk of integrating
newly acquired technologies and products, quarterly fluctuations of operating
results, risks related to whether the merger closes and related integration and
successful operation of the combined company, customer acceptance of new
products and services and new versions of existing products, impact of
competition, the risk of delay in product development and release dates, risks
of product returns, the economic conditions in the domestic and significant
international markets, investments in new business opportunities and the other
risks detailed from time to time in the Company's SEC reports, including without
limitation its quarterly reports on Form 10-Q and its annual report on Form 10-K
for the year ended March 31, 2000 as they may be updated or amended with future
filings. The actual results the Company achieves may differ materially from any
forward looking statements due to such risks and uncertainties.
Pro forma net income excludes acquisition-related charges, loss on investment,
as well as non-cash charges related to deferred compensation, amortization of
intangibles, and preferred stock accretion. Pro forma net income presentation
excluding such charges differs from net income presented according to generally
accepted accounting principles because they exclude these costs. In addition,
the pro forma results reflect an effective tax rate of 23% for the three and
nine month periods ended December 31, 2000 and 26% for the three and nine month
periods ended December 31, 1999. The financial results for the three and nine
months ended December 31, 1999 have been restated to reflect the acquisitions of
ESI Software, Inc. and Andromedia, Inc., both of which were accounted for as
poolings of interests.
ABOUT MACROMEDIA
Macromedia is passionate about what the Web can be. Its award-winning products
empower developers to provide the most engaging experience 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.
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# # #
Product names are trademarks or registered trademarks of Macromedia, Inc.,
as indicated.
Other product names or services may be trademarks or service marks of others.
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MACROMEDIA AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $103,338 $ 64,332 $300,523 $174,877
Cost of revenues 9,737 6,853 32,237 18,536
-------- -------- -------- --------
Gross profit 93,601 57,479 268,286 156,341
Operating expenses:
Sales and marketing 39,654 26,929 117,739 75,801
Research and development 29,940 15,653 84,223 43,980
General and administrative 10,774 5,558 29,430 16,649
-------- -------- -------- --------
Total operating expenses 80,368 48,140 231,392 136,430
-------- -------- -------- --------
Operating income 13,233 9,339 36,894 19,911
Other income, net 3,927 1,793 11,491 4,184
Minority interest 3,925 -- 10,952 --
-------- -------- -------- --------
Income before income taxes 21,085 11,132 59,337 24,095
Provision for income taxes 4,849 2,894 13,647 6,265
-------- -------- -------- --------
Net income $ 16,236 $ 8,238 $ 45,690 $ 17,830
======== ======== ======== ========
Net income per share
Basic $ 0.32 $ 0.18 $ 0.91 $ 0.41
Diluted $ 0.29 $ 0.15 $ 0.81 $ 0.33
Shares used in computing net income per share
Basic 51,161 45,346 50,369 43,367
Diluted 56,462 55,366 56,635 53,689
</TABLE>
The above unaudited pro forma consolidated condensed statements of operations
exclude the effects of the following:
- Acquisition-related expenses
- Non-cash compensation charges
- Amortization of intangibles
- Preferred stock accretion
- Loss on investment
The above pro forma results also reflect an effective tax rate calculated on
normalized operations of 23% for the three and nine month periods ended December
31, 2000 and 26% for the three and nine month periods ended December 31, 1999.
The results for the three and nine months ended December 31, 1999 have been
restated to reflect the acquisition of ESI Software, Inc. which was completed
during the quarter ended September 30, 1999, and Andromedia, Inc., which was
completed during the quarter ended December 31, 1999. Both acquisitions were
accounted for as poolings of interests.
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MACROMEDIA AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
---------------------- -----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 103,338 $ 64,332 $ 300,523 $ 174,877
Cost of revenues 9,737 6,853 32,237 18,536
--------- --------- --------- ---------
Gross profit 93,601 57,479 268,286 156,341
Operating expenses:
Sales and marketing 39,654 26,929 117,739 75,801
Research and development 29,940 15,653 84,223 43,980
General and administrative 10,774 5,558 29,430 16,649
Acquisition-related expenses -- 6,256 4,774 11,516
Non-cash compensation 1,767 305 5,900 955
Amortization of intangibles 634 249 1,558 758
--------- --------- --------- ---------
Total operating expenses 82,769 54,950 243,624 149,659
--------- --------- --------- ---------
Operating income 10,832 2,529 24,662 6,682
Other income, net 3,927 1,793 11,491 4,184
Loss on investment (5,000) -- (5,000) --
Minority interest 6,727 -- 15,336 --
--------- --------- --------- ---------
Income before income taxes 16,486 4,322 46,489 10,866
Provision for income taxes 3,657 3,050 11,341 7,642
--------- --------- --------- ---------
Net income $ 12,829 $ 1,272 35,148 $ 3,224
========= ========= ========= =========
Preferred stock accretion -- (1,357) -- (2,538)
Net income (loss) attributable to common
stockholders $ 12,829 $ (85) $ 35,148 $ 686
========= ========= ========= =========
Net income per share
Basic $ 0.25 $ 0.00 $ 0.70 $ 0.02
Diluted $ 0.23 $ 0.00 $ 0.62 $ 0.01
Shares used in computing net income per share
Basic 51,161 45,346 50,369 43,367
Diluted 56,452 45,346 56,625 51,565
</TABLE>
The results for the three and nine months ended December 31, 1999 have been
restated to reflect the acquisition of ESI Software, Inc. which was completed
during the quarter ended September 30, 1999 and Andromedia, Inc., which was
completed during the quarter ended December 31, 1999. Both acquisitions were
accounted for as poolings of interests.
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MACROMEDIA AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, 2000 MARCH 31, 2000
----------------- ----------------
<S> <C> <C>
Current assets:
Cash, cash equivalents and short-term
investments $ 207,940 $ 187,036
Accounts receivable, net 50,108 41,883
Inventory, net 1,789 1,349
Prepaid expenses and other current assets 19,972 12,944
Deferred tax assets 9,937 7,812
---------------- ----------------
Total current assets 289,746 251,024
Land and building, net 18,322 18,982
Fixed assets, net 73,725 41,871
Other assets 53,487 27,482
---------------- ----------------
TOTAL ASSETS $ 435,280 $ 339,359
================ ================
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,118 $ 4,988
Accrued liabilities 60,863 53,842
Unearned revenue 10,037 10,044
---------------- ----------------
Total current liabilitiesc 74,018 68,874
Other non-current liabilities 943 321
---------------- ----------------
Total liabilities 74,961 69,195
Minority interest 11,409 15,888
Stockholders' equity 348,910 254,276
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 435,280 $ 339,359
================ ================
</TABLE>
* * * * * * * * * * * * * * * * * * * *
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of both Macromedia and Allaire are advised to
read the proxy statement/prospectus regarding the business combination
transaction referenced in the foregoing information, when it becomes available,
because it will contain important information. Macromedia and Allaire expect to
mail a proxy statement/prospectus about the merger to their respective
stockholders. Such proxy statement/prospectus will be filed with the Securities
and Exchange Commission by both companies. Investors and security holders may
obtain a free copy of the proxy statement/prospectus (when available) and other
documents filed by the companies at the Securities and Exchange Commission's web
site at http://www.sec.gov. The proxy statement/prospectus and such other
documents may also be obtained from Macromedia or Allaire.
Macromedia and its officers and directors may be deemed to be participants in
the solicitation of proxies from Allaire's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in Macromedia's Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on June 30, 2000. This document is available free of charge at the Securities
and Exchange Commission's Web site at http://www.sec.gov and from Macromedia.
Allaire and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of Allaire with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in Allaire's Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on April 14, 2000. This document is available free of charge at the Securities
and Exchange Commission's Web site at http://www.sec.gov and from Allaire.
