Frequently Asked Questions About Quark's Adobe Proposal

頻繁にやり取りされたQuark社からAdobe System社への質問交換


頻繁にに行われたQuark社から、Adobe System社に対する質問のやり取りまで、URL(http://wwwquark.com/about/itn064b.html)で公開された。Quark社では反響が大きかったことから、さらに買収提案に関する多数の記事へのリンク集を公開した。。1998年9月14日に、Quark社はAdobe Systemns社が話し合いに応じようとしないことを理由に、買収を断念したと発表し、Adobe Systems社はQuark社との問題終結で、創立者で会長兼CEOのジョン・ワーロック(John Warnock)と会長のチャールズ・ゲシェック(Charles Geschke)によるステートメントを発表した。2001年のMac WorldにAdobe Systems社が経営上の問題で不参加とcnetで報道され、一斉に巷の雀が再び騒ぎ始めた。詳細情報はURL(http://japan.cnet.com/News/2001/Item/010713-3.html?mn)で知ることができる。Adobe Systems社は2005年4月18日に、Macromedia社を約US$34億で買収する契約を締結したと発表した。詳細情報はURL(http://www.adobe.com/aboutadobe/pressroom/pressreleases/200504/041805AdobeAcquiresMacromedia.html)で知ることができる。Adobe Systems社は2005年10月13日に、Macromedia社の買収計画に
ついて、米国司法省から承認を受けたと発表した。詳細情報はURL(http://www.adobe.com/aboutadobe/pressroom/pressreleases/200510/101305DOJ.html)で知ることができる。Adobe Systems社は2005年12月3日に、Macromedia社の買収を完了した。

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Frequently Asked Questions About Quark's Adobe Proposal

Contact: Quark corporate development 303. 894.3737, corpdev@quark.com.

How will your proposal to purchase an equity stake in Adobe effect both companies' operations? Right now it is important to stress that Quark has only made a proposal to discuss purchasing a significant stake in Adobe. If Adobe is willing to enter into discussions and permits us to commence due diligence and negotiations, we will be
examining potential cost savings and synergies between the two companies, their product lines, and their customer bases.

What synergies does Quark view between the two companies and their combined products? There are obvious synergies between both companies' product lines. At the appropriate time we can discuss them in more detail.

Is Quark able to pull together enough financial resources to be realistic about this proposal?
Yes. We have already had sufficient discussions with financing sources to confirm that these resources are available.

Will this be a stock or cash deal or combination of the two? We are proposing a cash transaction.

What premium over the Adobe stock price would you propose? Our proposal includes a fair and reasonable premium over the unaffected market price. We are waiting for the opportunity to discuss the specifics with Adobe.

What are your intentions if Adobe refuses your proposal?
We want to acquire at least a significant stake at a premium price and we're prepared to be flexible in our discussions with Adobe, however, we do not intend to publicly discuss anything further until we can meet with Adobe. Right now our intention is to pursue a friendly transaction with them.

Has Quark looked at other companies to acquire?
Quark is always looking for companies to acquire or invest in that have good technology and people as well as make sense for the business we are in. For additional information about our acquisition intentions, please refer to the press release.

What would this deal mean for Europe/Asia markets, where Adobe is said to have lost a lot of money recently?
Quark's growth has been solid in these regions and has even grown by double digits in some countries; in fact, Quark has employment openings for areas all over the world. As far as our Adobe proposal, it is too premature to discuss anything concerning specific markets at this time.

How soon could you expect this deal to go through? We are ready to begin discussions anytime Adobe is ready to meet with us.

The proposal was made, now what? Our initial proposal was made as an invitation to begin discussions, but was rejected summarily by Adobe management. We believe it is in both companies' best interest to pursue friendly negotiations. However, if Adobe is not willing to discuss this proposal with us, then we will review all our options on where we go from here.

Since there is resistance from Adobe, will this become more aggressive? Quark has made a proposal to Adobe and has the financial resources to carry through with our proposal. Our current intention is to pursue a friendly transaction.

What Adobe products will be sold to satisfy anti-trust concerns? That question is premature until Quark and Adobe can meet to discuss our proposal. However, as we have publicly stated, we are committed to resolving any regulatory issues.

Can you tell us what the response from Adobe was when they learned of Quark's proposal?
Adobe has rejected our invitation to meet and explore our proposal. Therefore, we thought it was appropriate to let the market and Adobe stockholders know what our intentions were. We certainly hope that the Adobe Board will uphold their fiduciary duty to their stockholders and reconsider their rejection. We believe it is still in all our best interests to enter into friendly negotiations.

What investment-banking firm do you plan on using?
Quark has ongoing relationships with several bracket investment banking firms. We will announce who our financial advisor is for this project at a more appropriate time.

Who is your law firm?
Quark has retained the NY law firm of Wachtell, Lipton, Rosen, and Katz to advise us on this endeavor.

Did Quark make this offer as a preemptive strike to thwart any new Adobe products that would be a threat?
No, Quark made the proposal because it was a good time financially -- for Quark because our profitability has been so good, and for Adobe because theirs hasn't. By combining our companies we get benefits for our customers and offer Adobe's Shareholders a premium. Quark is not concerned about competition from Adobe's products.

Contact: Quark corporate development 303. 894.3737, corpdev@quark.com.