eBay's Acquisition of GSI Commerce Expected to Close on June 17
SAN JOSE, Calif. & KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--
eBay Inc. (NASDAQ:EBAY) and GSI Commerce (NASDAQ:GSIC) announced today
that the companies have entered into a memorandum of understanding, or
MOU, with GSI shareholders settling claims filed in Delaware state court
related to eBay's previously announced acquisition of GSI. As a result,
GSI shareholders will be paid a settlement amount equivalent to about
$0.33 a share.
The settlement is separate and distinct from the payment of the $29.25
per-share merger consideration to be paid pursuant to the terms of the
merger. The settlement, which will be paid at the same time as the
merger consideration, results in the lawsuits being dismissed with
prejudice on the merits and a general release of eBay and GSI from any
and all claims relating to, among other things, the merger
and the Agreement and Plan of Merger. eBay and GSI have entered into the
proposed settlement to eliminate the uncertainty, burden, risk, expense,
and distraction of further litigation. For additional details regarding
the settlement, please see the Current Reports on Form 8-K filed today
by eBay Inc. and GSI Commerce with the Securities and Exchange
Commission.
The acquisition, which will be financed with cash and debt, is now
expected to close on June 17, 2011, subject to GSI shareholder approval
and other customary closing conditions. With more than 180 customers
across 14 merchandise categories, GSI offers the most comprehensive
integrated suite of online commerce and interactive marketing services
available. GSI has long-term commerce services relationships with
leading retailers and brands. eBay Inc. expects that GSI will benefit
from eBay's global platform and technology capabilities, and its clients
will be able to leverage eBay Marketplaces and PayPal services.
As part of the transaction, eBay will divest 100 percent of GSI's
licensed sports merchandise business and 70 percent of ShopRunner and
Rue La La. eBay believes these businesses are not core to its long-term
growth strategy. These assets will be sold to a newly formed holding
company, which will be led by GSI founder and CEO Michael Rubin. The
divestiture transaction is also expected to close on June 17, 2011, and
is subject to customary closing conditions, including the closing of the
merger.
About eBay Inc.
Founded in 1995 in San Jose, Calif., eBay Inc. (NASDAQ:EBAY) connects
millions of buyers and sellers globally on a daily basis through eBay,
the world's largest online marketplace, and PayPal, which enables
individuals and businesses to securely, easily and quickly send and
receive online payments. We also reach millions through specialized
marketplaces such as StubHub, the world's largest ticket marketplace,
and eBay classifieds sites, which together have a presence in more than
1,000 cities around the world. For more information about the company
and its global portfolio of online brands, visit www.ebayinc.com.
About GSI Commerce
GSI Commerce® enables ecommerce, multichannel retailing and digital
marketing for global enterprises in the U.S. and internationally. GSI's
ecommerce services, which include technology, order management, payment
processing, fulfillment and customer care, are available on a modular
basis or as part of an integrated solution. GSI's Global Marketing
Services division provides innovative digital marketing products and
services comprised of database management and segmentation, marketing
distribution channels, a global digital agency to drive strategic and
creative direction and an advanced advertising analytics and attribution
management platform. Additionally, GSI provides brands and retailers
platforms to engage directly with consumers through RueLaLa.com, an
online private sale shopping destination, and ShopRunner.com, a
members-only shopping service that offers unlimited free two-day
shipping and free shipping on returns for a $79 annual subscription.
Forward-Looking Statements
This press release contains forward-looking statements relating to,
among other things, the future performance of eBay and its consolidated
subsidiaries that are based on the company's current expectations,
forecasts and assumptions and involve risks and uncertainties. These
statements include, but are not limited to, statements regarding eBay
and GSI Commerce. The company's actual results could differ materially
from those predicted or implied and reported results should not be
considered as an indication of future performance. Factors that could
cause or contribute to such differences include, but are not limited to:
the possibility that the transaction may not close; the reaction of
consumers and GSI Commerce's customers; the future growth of GSI
Commerce; the reaction of competitors to the transaction; the
possibility that integration following the transaction may be more
difficult than expected; the company's need and ability to manage
regulatory, tax, IP and litigation risks (including risks related to the
transaction itself) as its services are offered in more jurisdictions
and applicable laws become more restrictive; the after effects of the
global economic downturn, changes in political, business and economic
conditions, including any conditions that affect ecommerce growth;
fluctuations in foreign currency exchange rates; the company's ability
to profitably integrate, manage and grow businesses that have been
acquired recently or may be acquired in the future; the company's need
to increasingly achieve growth from its existing users, particularly in
its more established markets; the company's ability to deal with the
increasingly competitive ecommerce environment, including competition
for its sellers from other trading sites and other means of selling, and
competition for its buyers from other merchants, online and offline; the
company's need to manage an increasingly large enterprise with a broad
range of businesses of varying degrees of maturity and in many different
geographies; the effect of management changes and business initiatives;
any changes the company may make to its product offerings; the
competitive, regulatory, credit card association-related and other risks
specific to PayPal and Bill Me Later, especially as PayPal continues to
expand geographically and grow its open platform initiative and as new
laws and regulations related to financial services companies come into
effect; the company's ability to upgrade and develop its systems,
infrastructure and customer service capabilities at reasonable cost; and
the company's ability to maintain site stability and performance on all
of its sites while adding new products and features in a timely fashion.
The forward-looking statements in this release do not include the
potential impact of any acquisitions or divestitures that may be
announced and/or completed after the date hereof.
More information about factors that could affect the company's operating
results is included under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the company's most recent annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q, copies of which may be
obtained by visiting the company's Investor Relations web site at http://investors.ebayinc.com
or the SEC's web site at www.sec.gov.
Undue reliance should not be placed on the forward-looking statements in
this release, which are based on information available to the company on
the date hereof. eBay assumes no obligation to update such statements.
eBay Inc. Corporate Communications
Kathy Chui
press@ebay.com
or
eBay
Inc. Investor Relations
Cosmin Pitigoi, 408-376-7493
cpitigoi@ebay.com
Source: eBay Inc.
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