- Written communication by the subject company relating to a third party tender offer (SC14D9C)
22 Septiembre 2009 - 1:42PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation
Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
Omniture, Inc.
(Name of
Subject Company)
Omniture, Inc.
(Name of
Person(s) Filing Statement)
Common Stock, par value $0.001
per share
(Title of
Class of Securities)
68212S109
(CUSIP Number
of Class of Securities)
Shawn J. Lindquist
Chief Legal Officer
Omniture, Inc.
550 East Timpanogos Circle
Orem, Utah 84097
(801) 722-7000
(Name, address
and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With copies to:
Patrick
J. Schultheis, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
701 Fifth
Avenue, Suite 5100
Seattle,
WA 98104
(206)
883-2500
|
|
Martin
W. Korman, Esq.
Bradley
L. Finkelstein, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
650
Page Mill Road
Palo
Alto, CA 94304
(650)
493-6811
|
x
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Schedule 14D-9
filing consists of an email from Chris Harrington, President, Worldwide Sales
and Client Services of Omniture, Inc. to the customers of Omniture, Inc.
Omniture Customer
As
you may have heard, last week Omniture announced that it has agreed to be
acquired by Adobe Systems.
In
this email, Ill explain how this acquisition will benefit you, what you can
expect while the acquisition is being completed and provide you with answers to
frequently asked questions about the Adobe-Omniture combination.
I
want to assure you that you can expect business as usual during the coming
months. If you have any questions or concerns, please contact your Omniture
Account Executive.
Regards,
Chris
Harrington
President, Worldwide Sales and Client Services
Benefits to
Omniture Customers
Adobes
acquisition of Omniture is expected to provide three principal benefits to
Omniture customers:
1.
Larger
Set of Integrated Products
2.
Expanded
Partner Network
3.
Broader
Global Sales and Service
Here is a summary of information about each of these anticipated
benefits:
1.
Larger Set of Integrated Products
Over
the last 13 years, Omniture has helped customers increase their revenue and
competitive advantage by measuring and optimizing every digital interaction.
Similarly, Adobe has built one of the most recognized software brands and a
highly respected, ubiquitous portfolio of software products for digital content
creation and playback.
By
combining our technologies with Adobes, Omniture will be able to more quickly
deliver solutions for online business optimization and complete the loop of
content creation, delivery and optimization. These improved solutions will
enable Omniture customers to provide more effective online content and
experiences to their customers.
2.
Expanded Partner Network
Both
Omniture and Adobe have each built valuable partner networks that include
resellers, agencies, software companies, professional services providers and
developers. In fact, Adobe and Omniture share many of the same partners.
By
leveraging our joint resources, we can invest more in robust, strategic
relationships with our combined partner network, create better continuity in
direction, and accelerate completion of integration roadmaps with our partners.
Our customers will directly benefit from the broader, more integrated services
delivered by this stronger partner community.
3.
Broader Global Sales and Service
While
a significant portion of Omnitures customers are in EMEA, APAC, and Japan,
Adobe has a much larger share of customers in these geographies and has already
developed global product, sales, and service infrastructure to support this
large base of customers. Now, Omniture will have the ability to leverage Adobes
global infrastructure to provide a higher level of service to customers
operating in these geographic areas.
Expect Business
As Usual With Omniture Until The Acquisition Is Completed
This
means that there will be no changes in how you interact with Omniture through
the close of the acquisition. Specifically, Omniture will continue to:
·
Provide
the best products, the highest level of support, and expert consulting services
·
Offer
training programs on all elements of the Omniture Online Marketing Suite
·
Work
with our customers to help them measure and optimize their online business
·
Deliver
the same high level of service and support from Omniture account managers
Additionally, this acquisition announcement does
not change any of Omnitures pricing policies, business practices, or
contractual obligations to our customers. There is no change in Omnitures
support policy or agreed upon service levels to customers as a result of this
announcement.
Adobe intends to honor the terms and conditions
of existing Omniture contracts for all existing customers after the closing.
Technical support will continue to be governed by the terms of the Omniture
service agreements until the current support term expires. Additional
information on any changes to support contracts as a result of Adobes business
policies will be communicated promptly to all customers after the close of the
transaction.
Acquisition
FAQs
Q: What are Adobes plans for Omniture after the transaction
closes?
A:
Adobe
and Omniture view this as a strategic transaction that will accelerate the
creation of a digital content delivery and optimization platform in the
industry. Adobe intends to grow and invest in Omnitures web analytics and
online business optimization products and better integrate with Adobes
products for content creation and delivery.
After the transaction closes, Omniture will be a
separate business unit of Adobe. Josh James, CEO and Co-founder of Omniture,
will join Adobe as SVP responsible for the Omniture business unit, reporting
directly to Shantanu Narayen, CEO of Adobe.
Q: How does this announcement impact on-going
development of Omnitures solutions?
A:
Until the closing of the acquisition, Omniture and Adobe remain separate
companies. Omniture intends to continue to deliver enhancements and
improvements to its products as currently planned. After the closing, Omniture
and Adobe plan
to provide continuity in the roadmap and product
direction. Adobe intends to continue to invest in, sell and support Omniture
products and technology for online business optimization.
Q: My business uses both Omniture and Adobe products.
Whats the strategy to integrate these products?
A:
Omniture and Adobe have been partners for several years prior to this
announcement. In fact, Omniture currently offers an integration between
Omniture SiteCatalyst and Adobe Flash for analytics. While the parties cannot
implement any integration until the transaction closes, product teams from both
organizations will start to engage in integration planning over the next
several weeks so that the companies can provide more specific guidance to
customers post-closing regarding integration between Omniture and Adobe
products.
Q: I am currently participating in a beta program for
an Omniture product. Does this announcement impact the beta program?
A:
There is no change in Omnitures commitment to innovate and invest in its
products, and this transaction ultimately will only enhance our ability to do
so. All beta programs for upcoming releases will continue to run as planned.
Above all, Omniture values customer feedback as critical to ensuring that
Omnitures products and services align with market expectations. Please
continue to engage with Omniture product teams and provide your feedback on
upcoming product releases.
Q: Can I still purchase Omniture products? Should
Omniture customers continue to contact their Omniture sales representative?
A:
Absolutely! Until the closing of the transaction, Omniture continues to operate
as an independent company. After the transaction closes, Adobe intends to
continue to invest in Omniture products and services as a separate business
unit. Customers are encouraged to continue working with their Omniture sales representatives.
Q: Where can I find more information about Adobes
acquisition of Omniture?
A:
You can read Omnitures press release at http://www.omniture.com/press/777. You
may also visit Adobes web site at
http://www.adobe.com/aboutadobe/invrelations/adobeandomniture.html.
Additional
Information and Where to Find It
This
communication is for informational purposes only and is not an offer to buy or
the solicitation of an offer to sell any securities. The solicitation and the
offer to buy shares of Omnitures common stock will only be made pursuant to a
tender offer statement on schedule TO, including an offer to purchase and other
related materials that Snowbird Acquisition Corporation, a wholly-owned
subsidiary of Adobe Systems Incorporated, intends to file with the Securities
and Exchange Commission.
In addition, Omniture will file with the
Securities and Exchange Commission a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. Once filed, Omniture
stockholders will be able to obtain the tender statement on schedule TO, the
offer to purchase, the Solicitation/Recommendation Statement on Schedule 14D-9
and related materials with respect to the offer, free of charge at the website
of the Securities and Exchange Commission at www.sec.gov from the information
agent and dealer manager named in the tender offer materials or from Snowbird
Acquisition Corporation.
Omnitures
stockholders are advised to read these documents, any amendments to these
documents and any other documents relating to the tender offer that are filed
with the SEC carefully and in their entirety prior to making any decisions with
respect to the offer because they contain important information, including the
terms and conditions of the offer.
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