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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. and Allaire Corporation issued the
following joint press release:
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, and NEWTON, Mass., Jan. 16 -- Macromedia, Inc. (Nasdaq: MACR -
NEWS) and Allaire Corporation (Nasdaq: ALLR - NEWS) 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.
[Macromedia logo]
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;
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-- Macromedia-Registered Trademark- Dreamweaver-Registered Trademark-,
the leading professional visual HTML editor, with more than a 70
percent market share;
-- Macromedia-Registered Trademark- Flash-TM-, the rich media standard,
with a 96 percent Web penetration;
-- Allaire-TM- ColdFusion-Registered Trademark-, the leading cross-
platform Web application server;
-- Allaire-TM- JRun-TM-, 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
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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 has
more than 1,200 employees worldwide and is available on the Internet at
WWW.MACROMEDIA.COM.
MACROMEDIA: 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.
ALLAIRE: This press release contains forward-looking statements for purposes of
the safe harbor provisions under The Private Securities Litigation Reform Act of
1995. For this purpose, the statements concerning industry outlook, the
anticipated closing date of the merger with Macromedia, possible benefits of the
merger with Macromedia, the company's future financial results, market share,
and technological improvements and benefits, and any statements using the terms
"believes," "anticipates," "expects," "plans," "appears" or similar expressions,
are forward-looking statements. The forward-looking statements involve a number
of risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements
include, but are not limited to, Allaire's limited operating history,
fluctuations in our quarterly results, the risk that the proposed merger with
Macromedia will not close, our ability to gain market acceptance of our
products, ability to introduce new or enhanced products consistent with our
plans and on the schedule we plan, market response to our new marketing plans
and investments, whether we accurately diagnosed and understand the factors
impacting our results for the third quarter 2000, competition, Allaire's ability
to integrate any acquisitions, and other risks listed from time to time in our
reports and registration statements filed with the Securities and Exchange
Commission, which factors are incorporated herein by reference. These reports
include: (1) our prospectus filed with the Securities and Exchange Commission in
January 1999; (2) the Management Discussion and Analysis section of our 1999
report on Form 10-K filed on March 30, 2000; and (3) the Management Discussion
and Analysis section of our Q3 2000 report on Form 10-Q filed on November 14,
2000. Allaire cannot guarantee any future results, levels of activity,
performance or achievement. Allaire undertakes no obligation to update any of
our forward-looking statements after the date of this press release.
NOTE: Macromedia, Dreamweaver and Flash are trademarks or registered trademarks
of Macromedia, Inc., as indicated.
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ColdFusion is a U.S. registered trademark and Allaire, JRun, Allaire Spectra and
HomeSite are trademarks of Allaire Corporation. All other company names, brand
names and product names are trademarks of their respective holder(s).
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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 stockholders of Allaire 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.
