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Filed By Macromedia, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
And deemed filed pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934
Subject Company: Allaire Corporation
Registration Statement File No. 333-54930
Macromedia, Inc. and Allaire Corporation issued a joint press release on March
5, 2001, the text of which is attached hereto as Exhibit A.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of both Macromedia and Allaire are advised to
read the prospectus/proxy statement, which was filed with the Securities
Exchange Commission as Registration Statement File No. 333-54930, regarding the
business combination transaction referenced in the following information because
it contains important information. Allaire mailed the prospectus/proxy statement
about the merger to its stockholders on or about February 16, 2001. Investors
and security holders may obtain a free copy of the prospectus/proxy statement as
well as the annual report, quarterly reports, current reports and other
documents filed by the companies at the Securities and Exchange Commission's web
site at http://www.sec.gov. The prospectus/proxy statement and such other
documents may also be obtained, without charge, by directing a request to either
Macromedia, Inc., 600 Townsend Street, San Francisco, California 94103,
Attention: Investor Relations, or to Allaire Corporation, 275 Grove Street,
Newton, Massachusetts 02466, Attention: Investor Relations.
Macromedia and its officers and directors may be deemed to be participants in
the solicitation of proxies from Allaire's stockholders with respect to the
matters described in the prospectus/proxy statement. Information regarding such
officers and directors is included in Macromedia's proxy statement for its 2000
annual meeting of stockholders filed with the Securities and Exchange Commission
on June 30, 2000. This document is available free of charge at the Securities
and Exchange Commission's web site at http://www.sec.gov and from Macromedia.
Allaire and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of Allaire with respect to the matters
described in the prospectus/proxy statement. Information regarding such officers
and directors is included in the prospectus/proxy statement and Allaire's proxy
statement for its 2000 annual meeting of stockholders filed with the Securities
and Exchange Commission on April 14, 2000. This document is available free of
charge at the Securities and Exchange Commission's web site at
http://www.sec.gov and from Allaire.
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EXHIBIT A
For more information, contact:
Kimberly Leo Jeannine McDonough
(415) 252-2000 (617) 219-2026
IR@macromedia.com jmcdonough@allaire.com
MACROMEDIA AND ALLAIRE PROVIDE UPDATED GUIDANCE FOR MARCH QUARTER
COMPANIES EXPECT MERGER TO CLOSE BY END OF MARCH
SAN FRANCISCO, CA and NEWTON, MA -- March 5 -- Macromedia, Inc. (Nasdaq: MACR)
and Allaire Corporation (Nasdaq: ALLR) announced today that they have been
granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act. The companies now expect to close their pending
merger on or shortly after March 20, 2001, assuming approval of the merger by
Allaire stockholders at a special meeting to be held on March 20, 2001.
"We are very excited to be able to put these two companies together," said Rob
Burgess, Macromedia chairman and chief executive officer. "This merger is a huge
win for our customers, bringing together Macromedia's industry leading Web
content creation software with Allaire's application servers and application
development solutions.
Our visions for the future of the Web are completely aligned."
"While we are very confident in our product strategy and competitive position,
the weakness in the overall economy is affecting the short term results of both
companies," said Burgess. Based on preliminary information, Macromedia expects
its standalone revenue for the quarter ended March 31, 2001 to be in the range
of $85 to $90 million. Because the merger is expected to close on or about March
20, 2001, Macromedia will incorporate approximately the last 10 days of
Allaire's March quarter into Macromedia's reported results. Allaire will not be
reporting a standalone March quarter. Macromedia expects the inclusion of
Allaire's results for this period to be neutral to its earnings.
The combined company, which will operate under the name Macromedia, is scheduled
to report fourth quarter and fiscal year end results during the first week of
May 2001.
*****
Certain matters discussed in this news release, such as the expected closing
date of the merger and the short- and long-term outlooks for the combined
company, may be considered forward-looking statements that involve risks and
uncertainties, including
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those related to the risk of integrating newly acquired technologies and
products, quarterly fluctuations of operating results, risks related to whether
the merger closes and related integration and successful operation of the
combined company, customer acceptance of new products and services and new
versions of existing products, impact of competition, risks of delay in product
development and release dates, risks of product returns, economic conditions,
including the demand for the combined company's products, in the domestic and
significant international markets, investments in new business opportunities and
the other risks detailed from time to time in the companies' SEC reports,
including without limitation their quarterly reports on Form 10-Q and annual
reports on Form 10-K as they may be updated or amended with future filings. The
actual results the companies achieve may differ materially from any
forward-looking statements due to such risks and uncertainties.
About Macromedia
Macromedia is passionate about what the Web can be. Its award-winning products
empower developers to provide the most engaging experience on the Web, and
enable more effective e-business. Headquartered in San Francisco, Macromedia has
more than 1,200 employees worldwide and is available on the Internet at
www.macromedia.com.
About Allaire
Allaire brings e-business innovation within everyone's reach. Technology
professionals worldwide rely on Allaire's software products to rapidly and
cost-effectively build their business on the Web. With a proven software
foundation and a worldwide partner network, Allaire has enabled thousands of
companies to deliver innovative Internet business solutions. Headquartered in
Newton, Mass., Allaire has offices in North America, Europe and Asia Pacific and
can be found on the World Wide Web at www.allaire.com.
NOTE: Product names are trademarks or registered trademarks of Macromedia, Inc.,
as indicated. Other product names or services may be trademarks or service marks
of others.