In a surprising turn of events, Adobe (Nasdaq:ADBE) and Figma announced the mutual termination of their previously announced merger agreement, initially slated for a mix of cash and stock consideration and announced in September 2022.

Regulatory Hurdles Halt the Acquisition

Both companies, while believing in the merger’s procompetitive benefits, have determined that there is no feasible path to secure the necessary regulatory approvals from the European Commission and the UK Competition and Markets Authority. This mutual decision to terminate the transaction reflects the complexities of navigating regulatory landscapes in tech acquisitions.

Statements from Adobe and Figma Leadership

Adobe’s Chair and CEO, Shantanu Narayen, expressed disagreement with recent regulatory findings but acknowledged the mutual interest in moving forward independently. Adobe and Figma had shared a vision to redefine the future of creativity and productivity. David Wadhwani, President of Digital Media Business at Adobe, praised Figma’s innovation and growth, emphasizing potential future collaborations.

Figma’s Co-Founder and CEO, Dylan Field, expressed disappointment but gratitude towards those involved in the process. He remains optimistic about future innovations and partnerships with Adobe.

Termination Agreement Details

The companies have signed a termination agreement that addresses all matters related to the transaction, including Adobe paying Figma the agreed-upon termination fee.

Legal Advisors to the Deal

Wachtell, Lipton, Rosen & Katz; Skadden, Arps, Slate, Meagher & Flom LLP; and Freshfields Bruckhaus Deringer served as legal advisors to Adobe. Fenwick & West LLP; Slaughter and May; and Cleary Gottlieb Steen & Hamilton LLP advised Figma.

Background of the Deal

Adobe’s proposed acquisition of Figma, valued at nearly $20 billion, was set to merge Adobe’s extensive suite of creative cloud technologies with Figma’s web-first collaborative design capabilities. The acquisition aimed to accelerate Adobe’s delivery of Creative Cloud technologies online, enhancing productivity and accessibility for users.

The Future of Adobe and Figma

With the merger off the table, both Adobe and Figma will continue to independently pursue their market opportunities and innovations in the digital design space. The termination of this significant deal marks a noteworthy moment in the tech industry, highlighting the impact of regulatory considerations on major business decisions.

  Adobe, David Wadhwani, Dylan Field, European Commission, Figma, Shantanu Narayen, UK CMA