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Per Adobe's press release, Adobe Systems Incorporated (Nasdaq:ADBE) and Day Software Holding AG (SIX:DAYN) (OTCQX:DYIHY) announced the two companies have entered into a definitive agreement for Adobe to launch a public tender offer to acquire all of the publicly held registered shares of Day Software for CHF139 per share in cash in a transaction valued at approximately CHF255 million on a fully diluted equity-value basis. This approximates US$ 240 million at the current exchange rate.
Adobe's to-date statements about the acquisition focus on bolstering the delivery side of content produced via Adobe's tools. According to an Adobe rep:
The acquisition will strengthen the company’s enterprise software solutions with market leading Web Content Management (WCM), Digital Asset Management and Social Collaboration offerings.
For Day's part, they offer much of the same message (via their FAQ):
Adobe and Day together share a common vision for the emergence of a new business platform – a customer experience management platform – that engages, contextualizes, and optimizes user experience and interactions to build brand awareness, loyalty, and revenue.
Now Adobe's Whistling WEM
Adobe is playing the web experience management (WEM) tune with some gusto. This is of course where Day has shifted the focus of their Web CMS software over the past few years. They've increasingly put their developers' attention on personalizing the visitor experience and enhancing web-based engagement with both native and integrated technologies.
Adobe's Omniture acquisition fits in well here. If deep Omniture-based intelligence can be married with Day's dynamic content management and delivery technologies, then the combination of the two will start to make a lot of sense.
But how quickly will this marriage take shape? I'd not hold your breath. Adobe is huge. Omniture is huge and already in the highly distracting process of merging with Adobe. Day is a tiny, European-based organization, and there are likely large culture gaps between these three creatures.
For the mean time, I'd expect this to be sales play, with nifty technology advantages quite a ways down the road.
Will Adobe Still Love Alfresco?
Adobe's LiveCycle Enterprise Suite is built on an OEM'ed version of Alfresco. For those not following the Enterprise Content Management space as closely, Alfresco (news, site) is one of the better known open source Enterprise CMS players, with a strong document management and content services core. Like Day's product line, Alfresco's offerings are built using Java technologies. Adobe apparently likes this and with LiveCycle and other investments has built a strong relationship with Alfresco. Some close to the goings on even expressed expectations that Adobe would acquire Alfresco.
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Now Day Software plays in the content services space too. Aside from the company's CQ5 product and its Web Content Management and WEM focus, Day offers a now relatively down-played content application platform (a fancy phrase for a content repository with APIs) called Day CRX.
The CRX product is aimed at facilitating the development of what the company calls composite content applications. This technology also provides the foundation for what Day now calls their Web Experience Platform, or in less fancy terms, their Web CMS.
Content managed within or through CRX can be accessed or manipulated via the following interfaces:
- Java Content Repository API 1.0 (JSR-170) and 2.0 (JSR-283)
- Content Management Interoperability Services (CMIS)
- WebDAV incl. versioning, access control & search
- CIFS & SMB to act as Network File Share
- RESTful Web API to build JavaScript-based content applications
- LDAP and JAAS for user provisioning
- Remoting with RMI and HTTP over DavEx
- Mounted content from 3rd party repositories via their native interface e.g. Microsoft SharePoint
The acquisition announcement mostly focuses on Day as a Web CMS provider. But the word "LiveCycle" does show up more than once. And with Day's history of strong standards support (and development), I'm sure their CRX layer did not escape notice. Given this I do wonder about the future of the Adobe/Alfresco relationship.
Details of the Deal
As announced by Adobe, once the deal is done, Day will operate as a product line within Adobe's Digital Enterprise Solutions Business Unit (DESBU). Day CEO Erik Hansen will join Adobe reporting directly to Rob Tarkoff, the SVP of DESBU.
The Board of Directors of Day have unanimously recommended the offer to Day shareholders. The Chairman and the CEO of Day and other Board members have entered into undertakings to tender their shares.
The completion of the transaction -- subject to government and other approvals -- is expected to close in the fourth quarter of Adobe’s 2010 fiscal year. Adobe says they expect the acquisition will have no material impact on the company's non-GAAP earnings for fiscal year 2010 and that it will be accretive to non-GAAP earnings for fiscal year 2011.
With all that said and done, we give our congrats to the Day Software team and especially to Chief Scientist Roy Fielding and CTO David Nuescheler who've worked long and hard to develop standards, licenses and Apache projects that many in our industry are now benefiting from, and CMO Kevin Cochrane who has done an impressive job of turning Day from a tech-focused company to one that now sports a Web Experience Platform.
Industry insider and CMSWire contributor, Jon Marks (@mcboof), may have said it best. I quote him in closing: "Finally, finally, an acquisition I think I understand."
