The cash-and-stock deal, announced in September last year,
was the latest to draw tough scrutiny from regulators worried about Big Tech
acquisitions that boost the market power of dominant companies or involve
startups seen as nascent rivals.
Adobe will pay a termination fee of $1 billion to San
Francisco-based Figma, whose web-based collaborative platform for designs and
brainstorming is used by Uber (UBER.N), Coinbase (COIN.O), Zoom Video
Communications (ZM.O) and many other firms.
Figma's team has grown over 50% in the past year, benefiting
from AI-powered features by expanding into software development. Adobe has also
launched generative AI-powered features such as Adobe Firefly.
Britain's Competition and Markets Authority (CMA) last month
said the deal would harm innovation for software used by the vast majority of
UK digital designers, echoing similar concerns from the EU on the potential
reduction of competition.
Sources familiar with the matter said that while the two
companies had been in constant touch with antitrust agencies in UK, EU, and the
United States to work out a path to close the deal, the UK regulators have in
recent weeks indicated that it would require remedies for Adobe to divest Figma
design, a core asset of the acquisition.
Adobe, whose shares rose about 1%, had refused to offer
fixes to the CMA on grounds that no remedy that preserved the benefits of the
deal would be sufficient to ease its concerns.
The Photoshop maker had argued that it does not compete with
Figma in any meaningful way. It said in November its only product relevant to
the antitrust question was the Adobe XD design tool, which lost $25 million as
a standalone app over the last three years.
Adobe CEO Shantanu Narayen on Monday said the firms
"strongly disagree with the recent regulatory findings, but we believe it
is in our respective best interests to move forward independently."
The European Commission did not immediately respond to a
request for comment, while the CMA said it will cancel its probe.
The CMA has been in the spotlight in recent months due to
its moves against high-profile deals including Microsoft's (MSFT.O) $69 billion
purchase of Activision-Blizzard.
Several analysts said the termination underscores how
tougher scrutiny of M&As could also scuttle opportunities for startups.
"The effects will be felt not only amongst big tech,
but also by smaller technology companies who may not be able to command as
favorable exit premiums," said Michael Ashley Schulman, chief investment
officer at Running Point Capital Advisors. "In the case of Figma, it had
accepted an offer from Adobe at twice its valuation."
The Figma deal was seen as a bet on "the future of
work" but investor concerns over the rich price tag and potential erosion
of margins had wiped out more than $30 billion in Adobe's market value when it
was announced.
It was also a major win for Figma's venture capital backers,
including Index Ventures, Sequoia Capital, Greylock Partners and Kleiner
Perkins.
Figma "will thrive as an independent company with an
incredible team, clear mission and focus," Index Ventures partner Danny
Rimer said in an emailed statement. - Reuters