Prepress
Adobe Commences Tender Offer for Omniture
Tuesday 29. September 2009 - Adobe Systems Incorporated (Nasdaq:ADBE) today announced that its wholly owned subsidiary, Snowbird Acquisition Corporation, has commenced its tender offer for all outstanding shares of common stock, $0.001 per share par value, of Omniture, Inc. (Nasdaq:OMTR) at a price of $21.50 per share, net to the seller in cash, without interest.
The cash tender offer is being made pursuant to an Offer to Purchase, dated Sept. 24, 2009, and in connection with the Agreement and Plan of Merger, dated as of Sept. 15, 2009, by and among Adobe, Snowbird Acquisition Corporation and Omniture, which Adobe and Omniture publicly announced on Sept. 15, 2009.
Unless the tender offer is extended, the tender offer and any withdrawal rights to which Omnitures stockholders may be entitled will expire at 12:00 midnight, New York City, New York time on Thursday, Oct. 22, 2009. There is no financing condition to the tender offer. The tender offer is subject to certain customary conditions set forth in the Offer to Purchase referenced above, including that there be validly tendered and not withdrawn before the expiration of the tender offer, that number of shares of Omniture common stock which, when added to any shares already owned by Adobe or any of its controlled subsidiaries, represents at least a majority of the sum of (i) the total number of outstanding shares of Omniture common stock on the expiration date of the tender offer plus (ii) the total number of shares of Omniture common stock that will be issuable at or prior to March 15, 2010 upon the vesting (including vesting solely as a result of the consummation of the tender offer), conversion or exercise of equity-based awards of Omniture and derivative securities, including warrants, options, convertible or exchangeable securities or other rights to acquire shares of Omniture, regardless of the conversion or exercise price or other terms of such securities and other rights.
Following the acceptance for payment of shares of Omniture common stock in the tender offer and the completion of the second-step merger contemplated in the Agreement and Plan of Merger, Omniture will become a wholly owned subsidiary of Adobe. The Omniture board of directors has unanimously recommended that Omniture stockholders accept the tender offer and tender their shares of Omniture common stock in the tender offer, and if necessary, adopt the merger.
The complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials to be filed by Adobe and Snowbird Acquisition Corporation with the Securities and Exchange Commission today. In addition, a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer is to be filed today with the Securities and Exchange Commission by Omniture. Copies of the Offer to Purchase, Letter of Transmittal and other related materials, including the Solicitation/Recommendation Statement, are available free of charge from Innisfree M&A Incorporated, the Information Agent for the tender offer, at (877) 750-9496 (toll free) or (212) 750-5833 (collect). The Depositary for the tender offer is Computershare Trust Company, N.A., and the Dealer Manager for the tender offer is Goldman, Sachs & Co.