SAN JOSE, Calif.--(BUSINESS WIRE)--
New eBay shareholder Carl Icahn has cherry-picked old news clips and
anecdotes out of context to attack the integrity of two of the most
respected, accomplished and value-driven technology leaders in Silicon
Valley. Marc Andreessen and Scott Cook bring extraordinary insight,
expertise and leadership to eBay's board, which is scrupulous in its
governance practices and fully transparent with regard to its directors'
other affiliations and businesses. And eBay Inc. President and CEO John
Donahoe is widely respected for his turnaround of eBay and leadership of
the company over the past six years.
As we are sure our other shareholders would agree, we prefer to engage
in more constructive and substantive discussions of why, in our view,
PayPal and eBay are better together. Instead, Mr. Icahn unfortunately
has resorted to mudslinging attacks against two impeccably qualified
directors.
Mr. Icahn has nominated two of his employees to eBay's board. As we have
said, the board's nominating committee will review the nominations of
his employees in due course. Even if our board does not support the
nominations, ultimately shareholders will decide whether they believe
Mr. Icahn's employees are better qualified than directors such as Mr.
Cook (Mr. Andreessen is not up for re-election this year) to sit on the
board of a leading technology company.
The board has been clear in its view that shareholders are best served
by keeping PayPal part of eBay. The board regularly assesses all
strategic options for the company; should circumstances change the board
is entirely capable of evaluating alternatives for optimizing
shareholder value.
In response to Mr. Icahn's specific claims, the facts are:
1) Skype: Skype was a great stand-alone business but had limited
synergies with eBay's global commerce and payments businesses.
Consistent with its practice of regularly reviewing all of eBay's
operations, the Board determined that because of these limited
synergies, it would be in the best longer term interest of stockholders
to explore a divestiture of Skype. The company explored all options for
divesting Skype, including an IPO and sale to a strategic buyer, and
pursued the option that offered the highest return at the time, which
was the sale of a controlling stake. We retained a 30% stake upon the
sale to a private equity group led by Silver Lake Partners. That stake
meant that the company earned a total of $1.4 billion when Microsoft
acquired Skype. Because Mr. Andreessen's fund had a small stake in the
acquiring group, Mr. Andreessen was recused from all decision making.
This recusal was dictated by eBay's published Board Governance
Guidelines and Code of Business Conduct, and Mr. Andreessen fully
supported his recusal. Separating Skype enabled eBay to invest in its
core growth engines of e-commerce and online payments, while allowing
for potential upside if Skype's potential was fully realized.
2) Marc Andreessen: Andreessen Horowitz is one of the most successful
venture capital firms in the world, and Mr. Andreessen's track record of
creating value and driving innovation makes him an extraordinary asset
on eBay's board. Regarding other investments Mr. Andreessen and his firm
have made, this sort of potential conflict exists whenever venture
capitalists serve on a Board of Directors. This is true for many public
companies which have found experienced venture capital investors to be
extraordinarily valuable directors, especially in high tech. The eBay
Board has guidelines to minimize the impact of any such conflicts. Also,
in regards to Kynetic, any benefits from the terms of eBay's purchase of
GSI Commerce accruing to Kynetic would have been built into the price at
which Andreessen Horowitz purchased their shares; as such, any
relationship with eBay was irrelevant. eBay subsequently disposed of its
note and equity interests in Kynetic and related Rubin enterprises at a
profit.
3) Scott Cook: As founder of Intuit and chairman of the company's
executive committee, Mr. Cook also has an exceptional track record of
creating value and driving innovation. He has been an enormous asset to
eBay's board for many years. The overlap between Intuit and eBay is
small, fully disclosed and within the SEC safe harbor for interlocking
directorates. Regarding hiring, this is old news, any restrictions ended
years ago, and Intuit historically had not been a source of talent for
eBay Inc.
Important Additional Information
eBay Inc., its directors and certain of its executive officers are
participants in the solicitation of proxies from stockholders in
connection with eBay's 2014 Annual Meeting of Stockholders. eBay intends
to file a proxy statement and WHITE proxy card with the U.S. Securities
and Exchange Commission (the "SEC") in connection with such solicitation
of proxies from eBay shareholders. EBAY STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS
AND SUPPLEMENTS) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the names of eBay's directors and executive
officers and their respective interests in eBay by security holdings or
otherwise is set forth in eBay's proxy statement for the 2013 Annual
Meeting of Stockholders, filed with the SEC on March 18, 2013. To the
extent holdings of such participants in eBay's securities have changed
since the amounts described in the 2013 proxy statement, such changes
have been reflected on Initial Statements of Beneficial Ownership on
Form 3 or Statements of Change in Ownership on Form 4 filed with the
SEC. Additional information can also be found in eBay's Annual Report on
Form 10-K for the year ended December 31, 2013, filed with the SEC on
January 31, 2014.
These documents, including any proxy statement (and amendments or
supplements thereto) and other documents filed by eBay with the SEC, are
available for no charge at the SEC's website at http://www.sec.gov
and at eBay's investor relations website at http://investors.ebayinc.com.
Copies may also be obtained by contacting eBay Investor Relations by
mail at 2065 Hamilton Avenue, San Jose, California 95125 or by telephone
at 866-696-3229.
About eBay Inc.
eBay Inc. (NASDAQ: EBAY) is a global commerce and payments leader,
providing a robust platform where merchants of all sizes can compete and
win. Founded in 1995 in San Jose, Calif., eBay Inc. connects millions of
buyers and sellers and enabled $212 billion of commerce volume in 2013.
We do so through eBay, one of the world's largest online marketplaces,
which allows users to buy and sell in nearly every country on earth;
through PayPal, which enables individuals and businesses to securely,
easily and quickly send and receive digital payments; and through eBay
Enterprise, which enables omnichannel commerce, multichannel retailing
and digital marketing for global enterprises in the U.S. and
internationally. 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.
eBay Inc.
Investor Relations Contact:
Tracey Ford
tford@ebay.com
Tom
Hudson
thhudson@ebay.com
or
Media
Relations Contact:
Amanda Miller
press@ebay.com
or
Investor
Information Request:
408-376-7493
or
Company News:
http://www.ebayinc.com/news
or
Investor
Relations website:
http://investors.ebayinc.com
Source: eBay Inc.
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