Adobe Completes Acquisition of Accelio Corporation; Acquisition Signals Expansion of Adobe Acrobat Business in Enterprise Markets.

Business Editors/High-Tech Writers

SAN JOSE, Calif.--(BUSINESS WIRE)--April 15, 2002

Adobe(R) Systems Incorporated (Nasdaq:ADBE), the leader in network publishing, today announced the completion of its acquisition of publicly-held Accelio Corp. of Ottawa, Canada. The acquisition immediately establishes Adobe as a leading provider of Web-enabled solutions for customers whose business processes are driven by electronic forms.

Under the terms of the transaction, each Accelio common share was converted to 0.072573 shares of Adobe common stock. In total, Adobe issued approximately 1.81 million shares of Adobe common stock in exchange for all outstanding Accelio common shares. In connection with the transaction, Accelio repurchased all outstanding stock options for cash payments of approximately US$1.3 million.

"The acquisition of Accelio is a major step in the expansion of Adobe's Acrobat(R) business," said Bruce Chizen, CEO of Adobe. "Through the combination of Adobe Acrobat, Adobe(R) PDF technologies and Accelio's server-based solutions, Adobe can now extend Acrobat solutions to enterprise users in Global 2000 businesses, governments and educational institutions, delivering greater value to our customers, shareholders and employees."

The Adobe Acrobat family of products is widely recognized for enabling businesses to move paper-based processes online. Accelio's electronic form and document presentment solutions complement Adobe's established Acrobat franchise. Combined, the inherent synergies between the two businesses will allow Adobe to quickly enhance existing products, and rapidly bring new Acrobat solutions to market.

"The market for business processes driven by electronic forms is ripe for players with extendable solutions that enable companies to move paper-based processes online," said Andrew Warzecha, senior vice president, Meta Group. "Organizations are seeking vendors with the right combination of technologies and customer strategies to help stem the increasing volumes of paper they must deal with. These increasing requirements represent an opportunity for a major player to finally emerge in this rapidly evolving segment of the enterprise software market."

The acquisition of Accelio is part of Adobe's strategy to become a leading business process solution provider, a logical next step in the evolution of the company's Acrobat business. This strategy is expected to result in greater opportunities for Adobe to deliver complete solutions to enterprise-class customers. In October 2001, Adobe officials estimated that the ePaper and electronic forms market opportunity for Adobe would be more than $3 billion in size by 2004.

As previously announced, Adobe is targeting additional revenue from the acquisition of approximately $30 to $35 million, an acquisition charge in the range of $12 to $15 million, and pro forma earnings per share dilution of approximately $0.02 in fiscal year 2002.

The Accelio business will be fully integrated into Adobe's operations, with the former Accelio headquarters functioning as a remote Adobe site in Ottawa. Adobe expects the integration of the two businesses to result in the elimination of approximately 200 positions worldwide, primarily in redundant sales, general and administrative positions.

About Adobe Systems Incorporated

Founded in 1982, Adobe Systems Incorporated (www.adobe.com) builds award-winning software solutions for network publishing, including Web, ePaper, print, video, wireless and broadband applications. Its graphic design, imaging, dynamic media and authoring tools enable customers to create, manage and deliver visually-rich, reliable content. Headquartered in San Jose, Calif., Adobe is one of the largest PC software companies in the U.S., with annual revenues exceeding $1.2 billion.

Statements in this press release regarding Adobe's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties, including, but not limited to the ability of the companies to reach definitive transaction documents and successful close of the transaction, the synergies that may be derived from the acquisition of Accelio by Adobe, the ability of Adobe and Accelio to develop and market new products, the ability of Adobe to successfully integrate Accelio, the demand by end-users for the products produced by the customers of both companies, and the other risks detailed from time to time in Adobe's reports filed with the Securities and Exchange Commission. Further information on other factors that could affect Adobe's operations is detailed and included in Adobe's public filings with the Securities and Exchange Commission. Adobe undertakes no obligation to publicly release the results of any revisions to these forward-looking statements.

Adobe, the Adobe logo and Acrobat are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. All other trademarks are the property of their respective owners.