Adobe ditches $20B Figma takeover under pressure from monopoly cops

Now Photoshop giant needs to cough up that $1B break-up fee

Adobe has decided to abandon its $20 billion acquisition of Figma in a concession to regulatory pressure in Europe, the United Kingdom, and the United States.

The two software makers said on Monday they had reached a joint decision to cancel the pending deal, which was announced in September, 2022.

"It’s not the outcome we had hoped for, but despite thousands of hours spent with regulators around the world detailing differences between our businesses, our products, and the markets we serve, we no longer see a path toward regulatory approval of the deal," said Dylan Field, co-founder and CEO of Figma, in a statement.

Shantanu Narayen, chair and CEO of Adobe, offered a similar concession speech: "Adobe and Figma strongly disagree with the recent regulatory findings, but we believe it is in our respective best interests to move forward independently."

Doing so will cost Adobe $1 billion – that's the amount of the breakup fee due to Figma for Adobe's failure to complete the deal. Everyone knows Adobe is the home of Photoshop, Illustrator, and other tools; Figma, meanwhile, makes software primarily for planning and sketching out graphic designs in a collaborative way with others.

The collapse of the takeover came one day before responses were due to the UK Competition and Markets Authority about its provisional finding, announced at the end of November, that "...the merger may be expected to result in an SLC [substantial lessening of competition] in the global market for all-in-one product design software for professional users."

The CMA acknowledged the unraveling of the merger in a statement to The Register, and said as a consequence it will cancel its investigation, which began back in May and ramped up in July.

"During a detailed Phase 2 investigation, the CMA provisionally found that the deal between Adobe and Figma had the potential to impact the UK’s digital design industry by reducing choice, innovation, and the development of new competitive products," a CMA spokesperson said.

EU competition watchdogs were told to look into the deal in February when sixteen member states requested an inquiry, which expanded in August. As indicated above, there was concern that a combined Adobe and Figma would reduce the amount of choice for designers and artists, in terms of software vendors to choose from.

European Commission Executive Vice-President Margrethe Vestager, who oversees competition policy, said in a statement, "By combining these two companies, the proposed acquisition would have terminated all current and prevented all future competition between them. Our in-depth investigation showed that this would lead to higher prices, reduced quality or less choice for customers."

The US Justice Department asked for information about the deal in November 2022 and reportedly was preparing to block it back in February, though neither the Justice Department nor the Federal Trade Commission made further public efforts to intervene.

The cancellation of the acquisition is one of the higher profile antitrust blows struck by regulators against Big Tech in several years of political jawboning on both sides of the Atlantic about the need to tame technology firms.

Despite the persistent railing against Big Tech, Microsoft's acquisition of Activision Blizzard has gone forward (though faces an FTC challenge in court), and Meta acquired VR firm Within Unlimited despite FTC objections. Other noteworthy tech deals include Broadcom's acquisition of VMware, Oracle's purchase of Cerner, and AMD's ingestion of Xilinx.

Meanwhile, Meta filed a lawsuit against the FTC that could limit its ability to police competition, part of a broad pushback from industry to weaken US regulators.

Democratic lawmakers in a letter [PDF] to the Facebook giant earlier this month said, "Meta’s frivolous lawsuit seeking to declare the FTC unconstitutional shows that the company would prefer to take the cops off the beat and destroy America’s bedrock consumer protection agency so that they do not lose a dime rather than protect children online."

The US FTC has faced criticism for failing to block several high profile deals, like the Microsoft Activision merger, but chair Lina Khan – an arch Big Tech critic – has defended [PDF] her agency's record, noting that 19 out of 38 mergers scrutinized since she took over the agency in 2021 have been abandoned. The FTC's success derailing biotech firm Illumina's acquisition of Grail is one such case.

In Europe and the UK at least, competition regulators have eked out a win by finding common ground for their objections.

Alex Haffner, competition partner at UK law firm Fladgate, told The Register in an email that the announcement reflects broad regulatory consensus that the tie-up would have harmed competition.

"People seeing today’s announcement by Adobe may view it as an anti Big Tech stance from the CMA, following on from the Microsoft/Activision case," said Haffner. "But on this occasion, it is clear that it was both the CMA and the European Commission who were expecting significant concessions in the form of a structural divestment in order to clear the deal and that was not a price Adobe could pay.

"Moreover, unlike in the Microsoft case, Figma appears to be quite willing to retain its independence (and take any break up fee it negotiated from Adobe). Certainly the regulatory landscape for Big Tech has become somewhat more complicated in recent times, but, on this occasion at least, the regulators appear to be talking with a unified voice in their opposition to the proposed deal." ®

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