Adobe - Semrush

Adobe Inc. (Adobe) through a newly incorporated direct wholly owned subsidiary, Fenway Merger Sub, Inc. (Merger Sub), proposes to acquire 100% of the share capital in Semrush Holdings, Inc. (Semrush and together with Adobe, the Parties). The Proposed Transaction is being implemented pursuant to a merger agreement entered into between Adobe, Merger Sub, and Semrush dated 18 November 2025 (Merger Agreement). Pursuant to the Merger Agreement, Merger Sub will merge with and into Semrush, such that Merger Sub will cease to exist and Semrush will become the "surviving corporation" and a direct, wholly owned subsidiary of Adobe. After the Proposed Transaction, Semrush will be solely controlled by Adobe.

Adobe is a global technology company. Adobe's main offerings can be divided between its Customer Experience Orchestration business (formerly known as the Digital Experience business), which focuses on accelerating customer experience and delivering business intelligence services, and its Creativity & Productivity business (formerly known as the Digital Media business), which focuses on helping users create, design, and publish rich content and 3D experiences, and improve how they view, share, and collaborate on documents and content. Adobe is headquartered in California and incorporated in Delaware, USA.

Semrush provides an online visibility management and content marketing service offering a range of tools to manage web brand presence, including through its search engine optimisation (SEO) toolkit. Semrush is headquartered in Massachusetts and incorporated in Delaware, USA.

The parties are both active in the supply of software for enterprise customers and overlap in relation to generative engine optimisation (GEO), also referred to as Answer Engine Optimisation or Artificial Intelligence Optimisation.

Semrush is predominantly an SEO provider and is also active - to a lesser extent - in the supply of GEO services through its AI Visibility Toolkit and Enterprise AI Optimization products (launched in March and June 2025 respectively). Adobe is not an SEO provider and started offering GEO services through its Large Language Model Optimiser in October 2025.