Adobe scraps its $20 billion takeover of Figma

Adobe scraps its $20 billion takeover of Figma

Adobe will pay a $1 billion breakup fee to the design software maker, amid greater antitrust scrutiny of mergers.

Published on 20th December 2023

Adobe will abandon its $20 billion takeover of the design software maker Figma, the two companies said on Monday, bowing to growing regulatory opposition to the deal on both sides of the Atlantic.

Under the terms of the now-scrapped plan, Adobe will have to pay Figma a $1 billion breakup fee.

The announcement is the latest sign that government campaigns to more aggressively scrutinize mergers are having some successes.

Announced last fall, the transaction was meant to give Adobe, the maker of widely used software like Photoshop and Illustrator, control of a fast-growing provider of collaborative design software. The deal’s price tag was twice what the privately held Figma had raised in its most recent fund-raising round, underscoring how badly Adobe wanted a foothold in the sector.

But the planned combination drew concern from antitrust regulators in the United States, the European Union and Britain over whether it would reduce potential competition.

While the companies have argued that they largely do not compete — except for one Adobe product that hasn’t gained much traction — regulators said the takeover could forestall future rivalries and lead to higher prices for consumers. (To some, it appeared similar to deals like Facebook’s $1 billion takeover of Instagram, which critics said stymied the rise of a competitor to the social network.)

“It is important in digital markets, as well as in more traditional industries, to not only look at current overlaps but to also protect future competition,” Margrethe Vestager, the head of the European Commission’s competition policy, said in a statement on Monday.

Early Monday, ahead of its decision to scrap the deal, Adobe called concessions proposed by Britain’s Competition and Markets Authority “disproportionate.” The European Commission was set to weigh potential remedies soon, and Adobe had been awaiting a decision by the Justice Department on whether to sue to block the deal.

Monday’s announcement was an admission that the companies were unlikely to overcome those objections, and would have had to spend months fighting regulators in court in three jurisdictions.

“Adobe and Figma strongly disagree with the recent regulatory findings, but we believe it is in our respective best interests to move forward independently,” Shantanu Narayen, Adobe’s chair and chief executive, said in a statement.

Dylan Field, Figma’s chief executive, said in an interview that “ultimately there is a gap between how regulators understand our business and how we understand our business.”

It became clear in recent weeks, he added, that the path to approval was narrowing, and abandoning the deal would provide more certainty to both companies’ employees and customers.

Shares in Adobe were up 2.5 percent in afternoon trading.

The decision is another win for tougher antitrust enforcement: A day earlier, Illumina, a big gene-sequencing company, said it would sell the cancer test maker Grail, which it had bought for $7 billion, after an appeals court endorsed the Federal Trade Commission’s argument that the union would “substantially reduce competition.”

(Like Adobe, Illumina argued that it did not compete directly with its takeover target, a claim that regulators rejected.)

Antitrust regulators also saw some stinging defeats this year. Most notable was Microsoft’s $69 billion takeover of the video game giant Activision Blizzard; that deal closed in October after drawing objections from the F.T.C. and Britain’s Competition and Markets Authority.


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