Adobe Announces Definitive Interim Results of Public Tender Offer for shares of Day Software
SAN JOSE, Calif.— Adobe Systems Incorporated (Nasdaq:ADBE) today announced that 94.18 percent
of all publicly held registered shares of Day Software Holding AG (Day), issued and outstanding as of the end of the initial offer period (the Offer Period) on Oct. 4, 2010, 4:00 p.m. CEST have been tendered.
Public Tender Offer
On Aug. 23, 2010, Adobe Systems Benelux B.V., Amsterdam (Adobe) launched a public tender offer pursuant to Art. 22 et seq. of the Swiss Federal Act on Stock Exchanges and Securities Trading (the Offer) for all publicly held registered shares with a nominal value of CHF 10 each (each, a Day Share) of Day.
More detailed information is included in the offer prospectus dated August 23, 2010 (the Offer Prospectus) which may be requested free of charge in German, French and English from UBS AG, Prospectus Library, P.O. Box, CH-8098 Zurich. The Offer Prospectus, as well as other information concerning the Offer, is also available at http://www.adobe.com/aboutadobe/invrelations/.
By the end of the Offer Period, 1,503,804 Day Shares were tendered into the Offer. This corresponds to 86.18 percent of all Day Shares to which the Offer relates. Including the 35 Day Shares held by Day or any of its subsidiaries at the end of the Offer Period, Adobe would have held 94.18 percent of all Day Shares and voting rights issued and outstanding as of the end of the Offer Period.
Conditions to Completion of the Offer
By the end of the Offer Period, and as of today, respectively, the conditions to the completion of the Offer described under paragraphs (a), (d) and (e) of Section B.7 of the Offer Prospectus have been satisfied. The conditions to the completion of the Offer described in paragraphs (b), (c), (f), (g) and (h) of Section B.7 of the Offer Prospectus remain in full force and effect, as described in more detail in Section B.7 of the Offer Prospectus. Subject to the satisfaction of the conditions (b), (c), (f), (g) and (h) of Section B.7 of the Offer Prospectus, Adobe declares the Offer successful.
Additional Acceptance Period
In accordance with the Offer Prospectus, an additional acceptance period of 10 trading days for subsequent acceptance of the Offer by holders of Day Shares will run. The additional acceptance period will begin on Oct. 11, 2010, and end on Oct. 22, 2010, 4:00 p.m. CEST (the Additional Acceptance Period).
Payment of the Offer Price; Settlement Date
Payment of the offer price for the Day Shares that have and will have been validly tendered during the Offer Period and the Additional Acceptance Period will occur on Oct. 28, 2010. The satisfaction of the conditions that remain in effect in accordance with Section B.7 of the Offer Prospectus (see above) remains reserved.
Acceptance of the Offer
Day shareholders who wish to tender their Day Shares in the Additional Acceptance Period are encouraged to do so in accordance with the instructions set forth in the Offer Prospectus and received from their depositary bank.
The offer restrictions set forth in the Offer Prospectus remain in full force and effect.
Squeeze-out and Delisting
As described in the Offer Prospectus, Adobe reserves the right to delist the Day Shares from the SIX Swiss Exchange and to request the cancellation of the outstanding publicly held Day Shares or to compensate the remaining shareholders in accordance with applicable legal requirements in connection with a squeeze-out merger, if permitted by law.
About Adobe Systems Incorporated
Adobe revolutionizes how the world engages with ideas and information anytime, anywhere and through any medium. For more information, visit www.adobe.com.
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