Adobe → Figma
Adobe's $20bn agreed purchase of Figma, the browser-based design tool that was taking share from Adobe XD, was dropped in December 2023 after UK and EU regulators provisionally concluded it would remove a current rival and a likely future one — a leading case of a deal stopped over lost innovation, which cost Adobe $1bn.
Abandoned in December 2023 after the European Commission and UK CMA signalled no clear path to approval, with a $1bn break fee.
- Value
- $20B
- Announced
- September 2022
- Outcome
- Terminated
- Sector
- Technology
- Deal type
- acquisition
- Acquirer
- Adobe (United States)
- Target
- Figma (United States)
Why it mattered
Figma, founded in 2012 by Dylan Field and Evan Wallace, built collaborative interface design into the web browser. Its private valuation rose from more than $2bn in April 2020 to $10bn by the end of May 2021. Adobe, the largest supplier of image-editing and illustration software through Photoshop and Illustrator, competed with it through Adobe XD. On 15 September 2022 Adobe agreed to pay about $20bn, roughly half in cash and half in shares — about 50 times the more than $400m of annual recurring revenue Figma expected to reach by the end of 2022. Adobe's shares fell 17%.
The US Department of Justice investigated, but the decisive reviews were European: sixteen countries referred the deal to the European Commission under Article 22 of the EU Merger Regulation; it was notified on 30 June 2023 and sent to an in-depth investigation on 7 August. The Commission's statement of objections on 17 November called it a possible "reverse killer acquisition": Adobe XD and any successor would be discontinued, and Figma would be removed as a likely challenger to Illustrator and Photoshop. The UK Competition and Markets Authority's provisional findings on 28 November agreed, noting that around 80% of the professional product design market used Figma and that Adobe had abandoned a new design product as a consequence of the merger. The companies signed a termination agreement on 17 December.
What it left behind
Adobe booked the $1bn termination fee as an operating expense in the quarter to March 2024, without a tax deduction, and the term loan of up to $3.5bn it had arranged for the cash portion was terminated undrawn. Figma listed on the New York Stock Exchange on 31 July 2025 after pricing its shares at $33, and closed its first day at $115.50. Revenue reached $1.056bn in 2025, up 41%, and rose 48% to $370.1m in the second quarter of 2026. What the case teaches is that a buyer's own conduct becomes evidence: when an acquirer shelves a competing product while a purchase is pending, reviewers will treat that as proof of the competition the deal would remove.