Macromedia, Inc. and Allaire Corporation announced a definitive merger agreement. The combined company will unite the Web design and development communities and enable Web professionals to efficiently build the look of a Web site and the application logic behind it-creating the best possible user experience across multiple devices. The transaction, valued at approximately $360 million on a fully-diluted basis, brings together market server, authoring and playback software to make Web development more efficient, affordable, and accessible. Under the terms of the definitive merger agreement unanimously approved by each company’s board of directors, Macromedia will acquire Allaire. Rob Burgess, chairman and CEO of Macromedia, will continue as chairman and CEO of the combined company, which will retain the Macromedia name. Jeremy Allaire, CTO of Allaire, will be the CTO of Macromedia, reporting to Kevin Lynch, president of Macromedia products. The combined company will evolve its Web development platform with support for open industry standards. The first step is to deliver on Allaire’s plan to bring the development model of ColdFusion to J2EE. This will enable an approachable, productive solution for building applications on the Java platform using technologies such as XML and JSP. The next step will be to develop a set of application services-reusable components and application logic-that enhance the major software platforms including Java and Microsoft .NET. In the merger, Macromedia will exchange 0.2 shares of its stock and $3 in cash for each Allaire share. The merger will be accounted for as a purchase combination and is expected to be accretive in Macromedia’s fiscal year 2002. This transaction is subject to certain closing conditions, including regulatory approvals and the approval of the Allaire shareholders, and is expected to close by the second calendar quarter of 2001. In connection with the merger agreement, Allaire has granted Macromedia an option to acquire 19.9 percent of Allaire’s stock, exercisable in certain circumstances. www.allaire.com, www.macromedia.com

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