Adobe to Acquire Accelio Corporation; Adobe to Expand ePaper Business Through Acquisition of Global Business Process Solutions Provider.

Business Editors/High-Tech Writers

SAN JOSE, Calif.--(BUSINESS WIRE)--February 1, 2002-- (Nasdaq:ADBE)

Adobe Systems Incorporated, the leader in network publishing, today announced that it has agreed to acquire publicly-held Accelio Corporation of Ottawa, Canada. Accelio is a leading provider of Web-enabled solutions that help customers manage business processes driven by electronic forms. The acquisition of Accelio enhances Adobe's ability to quickly broaden its ePaper(R) solution business by combining Accelio's electronic forms solutions with Adobe Acrobat(R) and Adobe(R) Portable Document Format (PDF) technologies.

Under the terms of the agreement, Adobe common stock valued at $72 million (U.S.) on closing will be exchanged for all Accelio equity securities. This translates into approximately $4.50 (CDN) per Accelio share on a fully diluted basis at current exchange rates. The Accelio business will be integrated into Adobe's operations. Adobe expects to record an acquisition charge in the range of $12 to $15 million as a result of the acquisition. The terms of Adobe's offer have been unanimously approved by the boards of directors of each company.

The value of Adobe's offer is superior to the unsolicited bid for Accelio by Open Text Corporation that was rejected last December by Accelio's Board of Directors.

"The migration to electronic forms-driven business processes is accelerating in corporations, governments and institutions around the world," said Bruce Chizen, president and CEO of Adobe. "Our strong market position with our Adobe Acrobat family of products has helped drive this trend. This acquisition quickly positions Adobe as a leader of business process solutions, which is the logical next step in the evolution of our ePaper platform."

Among the trends driving ePaper opportunities are business processes driven by electronic forms in several market segments such as financial services, manufacturing and government institutions worldwide. By combining Adobe Acrobat, Adobe PDF technologies and Accelio's server-based solutions, Adobe's intent is to deliver leading electronic forms application solutions. This strategy is expected to result in greater opportunities to deliver high-value, complete solutions for enterprise-class customers.

Leveraging Adobe PDF technologies and the installed based of Acrobat Reader(R), the Adobe Acrobat product family was the company's fastest-growing business in fiscal 2001, growing in revenue by 41 percent year-over-year. To date, Adobe has distributed over 400 million copies of Acrobat Reader on 13 different platforms. In October 2001, company officials estimated that the ePaper and electronic forms market opportunity for Adobe would be more than $3 billion in size by 2004.

According to Kevin Francis, president and CEO of Accelio, the acquisition by Adobe offers the greatest potential benefit to Accelio shareholders, customers and employees. "Accelio's mission is to help our customers extend and accelerate their core business processes," said Francis. "Adobe's strategy for expanding its ePaper solutions business is complementary with Accelio's approach, and there are significant synergies in both the technologies we are developing and the markets we serve. Through the combined strengths of the two companies, we expect that Adobe will have the opportunity to quickly create a more complete enterprise-class solution than either company could have created on its own."

In conjunction with the acquisition announcement, Adobe provided the following changes to its fiscal year 2002 operating targets: gross margins of approximately 92 percent, down from pre-acquisition guidance of 93 percent; operating margin of 27 percent, down from the pre-acquisition target of 28 percent; and an increase in the fully-diluted share count of approximately two million shares. Additionally, Adobe expects the acquisition will result in pro forma earnings per share dilution of approximately $0.02.

Adobe is targeting additional revenue from the acquisition of approximately $30 to $35 million in fiscal year 2002.

The acquisition of Accelio is subject to the execution of customary transaction documents and the satisfaction of customary closing conditions, including the approval of Accelio's shareholders and clearance of the acquisition by U.S. and Canadian regulatory authorities. The transaction is expected to close in late March 2002.

About Accelio

Accelio Corporation (formerly JetForm Corporation) is a leading global provider of Web-enabled business process solutions, headquartered in Canada. Accelio helps organizations to gain sustainable advantage by extending and accelerating their core business processes. The Accelio family of integrated software solutions empower organizations to capture, integrate and present strategically relevant information for employees, partners and customers -- enabling them to work smarter and more productively.

With fiscal 2001 revenues of over $100 million (CDN), and in business since 1982, the Accelio global distribution network spans every continent, with more than 8.5 million users worldwide. Accelio customers are Global 2000 organizations in the financial services, banking, manufacturing, utilities and public sectors. For more information on Accelio, visit: www.accelio.com.

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 the second-largest PC software company 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.

Note to Editors: (c) 2002 Adobe Systems Incorporated. All rights reserved. Adobe, the Adobe logo , Acrobat, Reader and ePaper are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. Accelio and the Accelio logo are trademarks of Accelio Corporation. All other trademarks are the property of their respective owners.