Filed by Adobe
Inc.
pursuant to Rule
425 under the Securities Act of 1933
Subject Company:
Adobe Inc.
Commission File
No.: 333-268364
Date: January
11, 2023
This filing 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.
Consent
Solicitation Email Sent to Figma Stockholders of Record
Subject: Action Required – Pending Acquisition of Figma, Inc.
by Adobe Inc.
CC: Figma (consents@figma.com); [***]
BCC: Stockholders of Record of Figma as of December 10, 2022
Important Notice Regarding Figma, Inc. – Action Required
Dear Stockholder of Figma,
Inc.,
Figma, Inc. (“Figma”) is in the process of being
acquired by Adobe Inc. (the “Acquisition”). The completion of the
Acquisition requires the consent of the holders of Figma capital
stock. Figma’s board of directors believes the Acquisition is fair
to and in the best interests of Figma and its stockholders, and has
unanimously voted to approve the Acquisition.
This email has been sent to you to
solicit your consent to the Acquisition. Attached to this email is
a copy of the consent solicitation statement, which contains the
information relevant to the Acquisition, including a ‘Q&A’
section beginning on page 6.
Please take the following actions
as soon as reasonably practicable and, in any case, no later than
5:00 p.m. Pacific Time, on January 19, 2023:
|
1. |
Please read the attached document carefully, as it contains
important information pertaining to the treatment of your Figma
stock in connection with the Acquisition.
|
|
2. |
Please sign and complete the Figma Stockholder Consent linked
here to vote on the Acquisition.
|
After reading the document attached
here, if you have any remaining questions, you can ask them by
replying-all to this email (you can also reach out if you have
difficulty opening the document attached here or the hyperlink to
the Figma Stockholder Consent). Prior to the completion of the
Acquisition, you will receive a Letter of Transmittal from the
exchange agent engaged in connection with the Acquisition with
instructions on how to receive your portion of the Acquisition
consideration.
Best,
[***]
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
Find It
In connection with the proposed
acquisition of Figma, Adobe has filed 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 and which
includes a consent solicitation statement/prospectus. The
registration statement was declared effective on January 11,
2023.
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
TRANSACTION.
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
adobe@kpcorp.com.