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Adobe Has Little Downside in Merger Rumors

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Over the past few days, we've gone from rumors that Microsoft (Nasdaq: MSFT  ) is making a bid to buy Adobe Systems (Nasdaq: ADBE  ) to analysts doubting the combo would happen. No matter what happens, investors should be prepared for the implications of the two exploring strategic options, so let's go through the three possible outcomes and what it means for shareholders.

Microsoft + Adobe
Throwing antitrust issues aside for now -- and there are many -- I see this combo as an exciting, scary, and puzzling combo for the PC and mobile market. Adobe would give Microsoft Flash and also the Creative Suite line, which accounts for more than half of Adobe's revenue. I can hear creatives around the country pounding their desks already.

But why would Microsoft really want to own Flash? Google (Nasdaq: GOOG  ) and Apple (Nasdaq: AAPL  ) are both pushing HTML 5, and Microsoft has spent years developing Silverlight. The Creative Suite makes a bit of sense as Macintosh has long been the platform of choice for creative developers, and maybe, just maybe, PCs could take more of the action. The best argument being made is that they both have a common enemy, Apple. Below are a few products Apple is competing with Adobe on, although they're not always in direct competition.

Task

Adobe offers

Apple offers

Photo Editing Photoshop Aperture
Video Editing Premier Pro Final Cut Studio
Multimedia Flash HTML 5 (supported by Apple)

The integration problems are what make this deal a little bit of a head scratcher. Microsoft doesn't have a great acquisition track record, and cultures would likely not mesh well. If a buyout happens I see this as a win for Adobe because of the premium it will demand, and a loss for Microsoft.

Adobe ends up alone
A likely resolution is Adobe ending up exactly where it is today, possibly with some strategic alliance. To me, this is probably the best solution for consumers and developers who use Adobe products, but may not be best for shareholders. Adobe's stock dropped in September on disappointing sales forecast as the education market cut back on spending, giving the market doubts about the company. Adobe has a strong position in the creative market, but Flash is likely on its way out as HTML 5 picks up, and Adobe doesn't have the scale or power to compete with the quickly consolidating software industry. With that broad consolidation, it's likely some sort of alliance pops out of this mess for Adobe. Maybe it's Microsoft, but if Flash can't find a big backer in the software and hardware space, it appears to be dead competing against Apple and Google.

Since Adobe's stock has pulled back halfway to its price before the rumors began, I don't see much downside for the stock if a deal doesn't happen.

A bidding war ensues
This may be a long shot given analyst reaction on Friday, but there's a possibility more buyers could emerge, like with 3Par a few months ago. If Microsoft is serious, it obviously has the ammo to outbid anyone, but some interesting bidders could arise. Google has been mentioned as a possible bidder, which makes more sense than Microsoft in some ways. Omniture would fit with Google, and Adobe is a power in web publishing. I'm trying to convince myself Google would be a great buyer, but it just doesn't seem to quite add up to me. Adobe's just too big an acquisition, and the benefits are not enough to justify any high premium needed to scoop Adobe up.

Other software peers are more of a long shot. Intuit (Nasdaq: INTU  ) and Autodesk (Nasdaq: ADSK  ) may be able to use the Creative Suite but don't appear to be natural fits for the rest of Adobe's business. Also, neither company is large enough to swing much of a premium. For example, Autodesk is only half Adobe's size; an Adobe buyout of Autodesk might actually be the more conceivable situation.

Chalk this one up as plausible, with a huge upside for Adobe if another buyer emerges.

The Foolish bottom line
Now that Adobe's stock has fallen back down to near pre-rumor levels, I don't see much risk for shareholders if more rumors emerge. This could be a case where the worst thing that happens is the status quo giving investors essentially a free call option on a merger.

Interested in reading more about Adobe? Click here to add it to My Watchlist, and My Watchlist will find all of our Foolish analysis on this stock.

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Fool contributor Travis Hoium does not have a position in any company mentioned here. Google and Microsoft are Motley Fool Inside Value recommendations. Google is a Motley Fool Rule Breakers choice. Apple and Adobe Systems are Motley Fool Stock Advisor recommendations. The Fool owns shares of and has written covered calls on Autodesk. Motley Fool Options has recommended a diagonal call position on Microsoft. The Fool owns shares of Apple, Google, and Microsoft. Try any of our Foolish newsletter services free for 30 days

True to its name, The Motley Fool is made up of a motley assortment of writers and analysts, each with a unique perspective; sometimes we agree, sometimes we disagree, but we all believe in the power of learning from each other through our Foolish community. The Motley Fool has a disclosure policy.


Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

  • Report this Comment On October 11, 2010, at 10:15 PM, MatteoNY wrote:

    What makes you think HTML 5 is better? Why do you think a lot of us moved to Flash in the first place to get the heck away from the cross-browser complexities! You can waste a lot of time in troubleshooting! Have you ever had to trouble-shoot across three distinct browsers including older browsers to be pixel perfect? Why do they write so many books on CSS hacks? With Flash and Flex there are many more tips then hack books on the market. The only reason HTML 5 is out there is because it's free, it has it's purpose; I'm very happy also knowing HTML 5 along with Flash.

  • Report this Comment On October 12, 2010, at 4:15 AM, kariku wrote:

    @MatteoNY: I agree with you on CSS hacks, HTML is an ill-born technology. But Flash breaks the whole concept of URLs which is the foundation of the Internet (try bookmarking in a middle of a Flash in your browser, and then going back). This is why it will ultimately fail. (Not to mention the annoyance of Flash-intro websites)

  • Report this Comment On October 12, 2010, at 9:48 AM, TMFFlushDraw wrote:

    I'm not saying HTML 5 is better. A few new issues even came out yesterday but it has big backers in the tech space trying to squeeze Flash. This is just as important, if not more important, as having a good technology.

    That's why a MSFT/ADBE merger might be good for Flash. It would give it a little more muscle.

    Travis Hoium

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