Filed by Adobe Inc.
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Adobe Inc.
Commission File No.: 000-15175
Date: October 3, 2022
relates to the proposed merger of Figma, Inc., a Delaware
corporation (“Figma”), with Saratoga Merger Sub I, Inc. (“Merger
Sub I”), a Delaware corporation and a wholly owned subsidiary of
Adobe Inc., a Delaware corporation (“Adobe”), pursuant to the terms
of that certain Agreement and Plan of Merger, dated as of September
15, 2022, by and among Adobe, Merger Sub I, Saratoga Merger Sub II,
LLC, a Delaware limited liability company and a wholly owned
subsidiary of Adobe, and Figma.
Les Echos: Adobe’s acquisition of Figma: CEO responds to the
The startup’s CEO is keen to
reassure the design community. “We’ve had many conversations with
Adobe,” [Dylan] Field said in an interview with “Echoes”. “They
don’t want to change prices, they don’t want trouble with the
community, they want to make sure the community is strong, as
strong as it is today. They also don’t want to integrate the two
brands, they want the brand, the business and the operations to
The CEO will remain at the helm
of Figma. The acquisition will also allow him to launch new
projects that are close to his heart.
“I think this acquisition will
allow us to use the technology that Adobe has created, as well as
all the expertise they have acquired over the past decades in many
areas where Figma is not present,” explains the executive. He gives
as an example “things like images, 3D, video or vector images”,
illustrations that can be transformed without loss of
For now, Figma offers two
flagship products, the Figma platform that allows designers to work
collaboratively from a distance, and FigJam. This last tool,
launched during the pandemic, is aimed at all the teams of a
company and not only at designers. It allows them to “brainstorm”,
always in a collaborative and remote way.
In the future, the CEO wants to
invest in tools to facilitate “creative productivity.” Some users
already use the platform to create slides, he says. This could one
day compete with Microsoft and its PowerPoint tool. In the
meantime, Dylan Field and his teams want to focus on a new product
to facilitate collaboration between designers and developers.
The company, which has just
passed the 900-employee mark, continues to focus on international
expansion. After Europe - Figma has opened offices in London, Paris
and Berlin - the company now wants to tackle the South-East Asian
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CPO hopes Adobe deal will bring a bigger market and the same
‘casual’ customer relationships
Figma CPO Yuhki Yamashita’s first design gig was at The
Harvard Crimson, waiting for writers to file their stories so he
could lay them out in Adobe InDesign. Given his interest in
computer science, pursuing UX design became the clear move. He
worked on Outlook at Microsoft, YouTube at Google, and user
experience at Uber, where he was a very early user of Figma. In
2019, he became a VP of product at Figma; this past June, he became
“Design has been really near and dear to my heart, which is
why when this opportunity came along to join Figma and rethink
design, it was such an obvious opportunity,” Yamashita said.
It’s an interesting time to be in charge of Figma’s product
vision. About two weeks ago, Figma announced Adobe was acquiring it
in a blockbuster $20 billion deal. Aside from ringing antitrust
alarm bells, the news felt somewhat like a betrayal for devoted
Figma users who disdain Adobe’s customer approach. Now the only
real Adobe competitor is Canva, which is also focused on easy,
accessible design. Figma CEO Dylan Field told Protocol that the
plan is to keep Figma autonomous, both as a company and product.
“We want to retain our identity, our community, our brand, our
platform,” Field said.
Protocol sat down with Yamashita to learn more about the
future of an Adobified Figma product. He’s focused on making the
pre- and post-design experiences more efficient by bringing Adobe’s
products directly into Figma, as well as pitching Figma to larger
customers and, someday, helping people design videos or 3D
This interview has been edited and
condensed for clarity.
Obviously I have a lot of
acquisition-related questions. But let’s start with talking about
designers, Figma’s core user base. In the past few years, you’ve
expanded to more general collaboration. Do you hope to continue on
Our main focus right now is the end-to-end product development
process. We started from a place of working on product design, but
realized that there’s so much more to it that happens before
someone places a single pixel on the canvas. Things like
brainstorming, synthesizing insights. What problems are we solving
in the first place?
The pandemic was also the beginnings of more remote work where
people were doing those kinds of creative processes on canvases. It
was this opportunity to go upstream. Before a designer even starts
designing something, there’s a lot of other activities that happen.
So how can we capture that?
Likewise, we’ve been thinking a lot about what happens after,
too. Just because you have designs in this file doesn’t mean you’re
done. It actually has to get implemented and built as a product out
in production. What is our role in helping make that easier? So
we’ve been really thinking about the developer persona. We acquired
a company last year in the space that’s thinking about the
relationship between design and code.
How do you anticipate your product
vision changing as you’re absorbed into Adobe’s umbrella?
I think about two distinct things. One is, what were we trying
to do? And then the other is, what can we do together?
What were we trying to do? The reality is, even as we think
about something like product design or product development, a lot
of our customers use Adobe tools throughout their process. Maybe
it’s to make a little video that ends up in your product. Or those
cool interactions, we call them micro-interactions inside apps.
Those are often made in After Effects.
Designers and companies have always been using Adobe alongside
our products. This presents an opportunity for us to just make a
more seamless end-to-end process. Maybe you’re building an app and
you’re trying to include this little interaction. Instead of having
to import and export a bunch of things, you can make some changes
inline. I’m really excited for us to make product development
better by relying on a lot of the technologies that Adobe has to
Adobe’s scope is so much bigger. They’re thinking about every
single kind of digital asset that could possibly be made. Then
there’s the together vision. Adobe has been excited about us
because of our collaboration-first, web-first platform. They see
the power of being on the web. They see the power of multiplayer.
How can we bring many of their use cases into a collaborative,
Do you have any specific
aspirations for places you’d like to take Figma that you would
never have thought about before?
Adobe’s scope is so much bigger. They’re thinking about every
single kind of digital asset that could possibly be made. For
example, a type of digital asset that’s really growing right now is
video, or 3D objects. Those are things we don’t really think about
at Figma, because we’re really focused on building software and
But I do think [video] is really powerful. Those things feel
very difficult today. I don’t know if you’ve ever opened up
Premiere Pro, but it can be quite intimidating because it’s a
professional tool. But when you bring it online, when you make it
collaborative, I can totally imagine a world where it’s much easier
to go in with a teammate. Or riff off of something that’s open and
available. I don’t know for sure that we’ll go there. But those are
really exciting for me. To just make a lot more types of creative
I’m kind of asking you to predict
an alternate time path, but might Figma have ultimately gone after
those spaces even without Adobe?
Obviously hard to say, but we’ve always really been focused on
product development. We feel very far from done on that front. When
you think about people building software, there’s a lot of
inefficiencies when design actually translates into the final
product. All these companies are wanting to build more products,
in-house, faster. So it’s hard to believe that we would have tapped
out on that anytime soon.
I know Figma launched an enterprise offering earlier this year
— does the acquisition make that pitch easier in terms of pushing
the product into the enterprise? How does it change?
I hope so. Adobe has a lot of amazing customers. They’ve built
up an amazing customer base and relationships and things like that.
I’m excited for us to get those intros, learn from that, and maybe
tackle the kinds of companies that we haven’t been able to reach
As an example, I was recently in Japan, and we’re opening up
the Japan office. Japan is a place where Adobe has a really great,
strong presence as well. I’m eager to learn from them and see: What
have they learned about the market? How can we customize or tailor
our products or positioning accordingly?
How global is Figma right
I would say a little over 80% of our users are actually
outside of the U.S. For whatever reason, that’s always been the
case, because we have these really strong communities who are maybe
using our products for free, or smaller businesses all throughout
We’ve also started to invest in having more of a presence in
these areas as well. We started with India, then London, and built
out an office in Paris and Berlin. And then recently in Tokyo. And
a few more locations to come. We’re trying to see how we can
support those more grassroots, bottoms-up communities better by
being in those locations.
Speaking of the users, and I asked
Dylan about this last week: How will you work to stay in touch with
customer needs and maybe even spread your customer approach
upstream to Adobe?
Dylan is the most customer-obsessed person I know. And
probably the person at the company who reads the most customer
feedback on a daily basis. That’s the DNA of this company, staying
in touch with customers. We text with customers all the time about
new ideas. It’s a very casual relationship.
I hope we can keep that. I think that’s not going to change.
Even when I think about how I scale my team, those are attributes
that I look for. We’ve had the privilege of having a bunch of users
who are really excited about us. It’s now our time to prove that
despite some of these changes, that aspect doesn’t change.
It seems harder and harder for the
younger generation of workplace tools to make it on their own and
take down the giants. What is your message to these
In terms of this particular news, it didn’t come from a
position of “we needed this.” When you look at our growth and our
numbers, we’ve had a lot of amazing growth, and we have a lot of
things in play that can help us with that trajectory. There are
many paths available to us. It isn’t necessarily the case that we
felt like we couldn’t make it.
For us, the question was more about, what do we really care
about? What we care about is our mission of making design
accessible to everyone and being able to do that sustainably. Doing
it independently is one path, but there are other ways, too. That’s
the calculus that Dylan did in terms of, what is the environment in
which I can make that happen faster?
A lot of people kind of come in with this idea that there’s
one narrative to how a company scales. Taking it public, IPO, that
kind of thing. But there are many different ways, depending on what
you care about. In our case, we really care about making a dent in
design and evolving it and this setup allows us to do it the
What do you really hope to see
customers doing in Figma these days? What’s your dream for what
Figma can help people achieve?
We invest in things like design systems because we don’t
believe a designer should be designing from scratch every single
time. They have their Lego blocks that someone has invested in,
being able to assemble that really quickly and create these
familiar and consistent experiences rapidly. We want to enable that
as well. Hopefully the feeling is that building products is just as
easy as writing a doc.
I joined Figma because I really love design. But the reason I
love design is because of Adobe and just growing up on those tools.
There’s a lot of work we need to do, a lot we need to prove. But as
a product person, I’m really excited about how to really work on
this mission together. Even something like the school newspaper, it
would have been so much better if it had been collaborative and on
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In addition to historical information, this communication
contains forward-looking statements within the meaning of
applicable securities law, including statements regarding the
expected timing, completion and effects of the proposed
transaction, product plans, future growth, market opportunities,
strategic initiatives and industry positioning. In addition, when
used in this communication, the words “will,” “expects,” “could,”
“would,” “may,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “targets,” “estimates,” “looks for,” “looks to,”
“continues” and similar expressions, as well as statements
regarding our focus for the future, are generally intended to
identify forward-looking statements. Each of the forward-looking
statements we make in this communication involves risks and
uncertainties that could cause actual results to differ materially
from these forward-looking statements. Factors that might cause or
contribute to such differences include, but are not limited to:
expected revenues, cost savings, synergies and other benefits from
the proposed transaction, such as Adobe’s ability to enhance
Creative Cloud by adding Figma’s collaboration-first product design
capabilities and the effectiveness of Figma’s technology, might not
be realized within the expected time frames or at all and costs or
difficulties relating to integration matters, including but not
limited to customer and employee retention, might be greater than
expected; the requisite regulatory approvals and clearances for the
proposed transaction may be delayed or may not be obtained (or may
result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of the proposed
transaction); the requisite approval of Figma stockholders may be
delayed or may not be obtained, the other closing conditions to the
transaction may be delayed or may not be obtained, or the merger
agreement may be terminated; business disruption may occur
following or in connection with the proposed transaction; Adobe’s
or Figma’s businesses may experience disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers,
other business partners or governmental entities; the possibility
that the proposed transaction is more expensive to complete than
anticipated, including as a result of unexpected factors or events;
diversion of management’s attention from ongoing business
operations and opportunities as a result of the proposed
transaction or otherwise and those factors discussed in the section
titled “Risk Factors” in Adobe’s Annual Report on Form 10-K and
Adobe’s Quarterly Reports on Form 10-Q. The risks described in this
communication and in Adobe’s filings with the U.S. Securities and
Exchange Commission (the “SEC”) should be carefully reviewed. Undue
reliance should not be placed on these forward-looking statements,
which speak only as of the date they are made. Adobe and Figma
undertake no obligation to publicly release any revisions to the
forward-looking statements or reflect events or circumstances after
the date of this communication, except as required by law.
No Offer or Solicitation
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Additional Information and Where to
In connection with the proposed acquisition of Figma, Adobe
will file a registration statement on Form S-4 with the SEC to
register the shares of Adobe common stock to be issued in
connection with the proposed transaction. The registration
statement will include a consent solicitation statement/prospectus,
which will be sent to the stockholders of Figma seeking their
approval of the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE CONSENT SOLICITATION
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY
BECOME AVAILABLE BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT ADOBE, FIGMA AND THE PROPOSED
Investors and security holders may obtain copies of these
documents, when available, as well as other documents filed by
Adobe with the SEC, free of charge from the SEC’s website at
www.sec.gov or by accessing Adobe’s website at
http://www.adobe.com/investor-relations.html or by contacting
Adobe’s Investor Relations department by calling (408) 536-4700, by
writing to Investor Relations, Adobe Inc., 345 Park Avenue, San
Jose, California 95110-2704 or by sending an email to
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