SAN JOSE, Calif.
,
March 1, 2019
/PRNewswire/ --
eBay Inc.
(NASDAQ:
EBAY
) today announced several new initiatives with the goal of positioning
eBay
for ongoing success and value creation. These initiatives include an operating review and the commencement of a strategic review of the Company's portfolio of assets, including
StubHub
and
eBay Classifieds Group
.
eBay
has worked collaboratively with
Elliott Management
, Starboard Value, and other significant shareholders on these initiatives, which include the addition of two new independent directors to the Board.
In a process initiated by
eBay
's Board of Directors and management late in 2018, these initiatives build on the capital allocation measures announced by
eBay
in January, including the introduction of a quarterly dividend and the return of
$7 billion
of capital to shareholders over the next two years. Additionally,
eBay
is highly focused on driving meaningful operational improvement. This is demonstrated by recently announced significant restructuring measures, including streamlining operations by consolidating the Company's Marketplaces regions under a single global leadership team while also funding significant incremental investments in payments and advertising initiatives.
Devin Wenig
, President and CEO of
eBay Inc.
, stated: "Over the course of the last two months, we've met with a number of shareholders to understand their views. The bottom line is that we all share common ground: we see tremendous opportunity ahead and want to see
eBay
's full potential realized over the long-term. The initiatives we are announcing today are the result of this constructive dialogue."
Jesse Cohn
, Partner at Elliott, stated: "Our discussions with Devin and the Board have been positive and productive, and we are pleased to have worked collaboratively to reach this agreement. We are confident that the initiatives announced today will drive meaningful shareholder value. Personally, I am looking forward to joining the Board and working with my fellow directors towards our mutual goal of positioning
eBay
for success and value creation."
Peter Feld
, Managing Member of Starboard Value, stated: "We are pleased with the changes underway at
eBay
and look forward to seeing the results of the Company's announced operating and strategic reviews. We welcome the new directors to
eBay
and expect to maintain an ongoing and constructive dialogue with management and the Board."
Initiates Operating Review
eBay
announced today the initiation of an operating review, which will be led by the
eBay
management team and overseen by the Board of Directors. The operating review will target operational excellence and will build upon the recently announced reorganization and restructuring measures in order to drive enhanced revenue and operating income growth.
eBay
intends to announce the findings and targets from this review at an event in the Fall.
Commences Strategic Review of
Portfolio Alongside Advisors
eBay
, with the assistance of external financial advisors, has initiated a strategic review of its asset portfolio, including but not limited to
StubHub
and
eBay Classifieds Group
.
There can be no assurance that the strategic review being undertaken will result in a sale, spin-off or other business combination involving
eBay
's assets.
eBay
does not intend on making further public announcements regarding the strategic review unless and until the Board has approved a course of action requiring disclosure.
Adds New Directors to
eBay
Board
In support of these strategic initiatives and consistent with its commitment to board refreshment,
eBay
will immediately add
Jesse Cohn
of Elliott and
Matt Murphy
of Marvell Technology to the Board of Directors. Further,
eBay
will add a third new independent director later in the year and continue to examine how the Board can maintain the appropriate mix of skills, qualifications and diversity of backgrounds to best represent the Company's stockholders.
"We are confident that both Jesse and Matt will add valuable experience and perspective to our board, and we look forward to working with them to execute our strategy and best serve all our shareholders," added
eBay
's Wenig.
Cooperation Agreements
eBay
has entered into a cooperation agreement with affiliates of Elliott, who hold more than a 4% economic interest in
eBay
.
eBay
has also entered into a cooperation agreement with affiliates of Starboard Value, who hold an economic interest of approximately 1% in
eBay
. Under the terms of their respective agreements, each of Elliott and Starboard have agreed to certain standstill, voting, and other provisions with
eBay
. The cooperation agreements will be filed on a Form 8-K with the
Securities and Exchange Commission
.
Goldman Sachs & Co. LLC
is acting as financial advisor to
eBay
, and
Wachtell, Lipton, Rosen & Katz
is acting as legal counsel.
About
Jesse Cohn
:
Cohn is a Partner, member of the Management Committee, and the Head of
U.S.
Equity Activism at
Elliott Management Corporation
.
Mr. Cohn's
primary responsibility is to manage
U.S.
equity activist efforts, and he spends considerable time focusing on Elliott's technology investments.
Mr. Cohn
serves on the Board of Directors of Citrix Systems, Inc. and is a member of the
Advisory Board
at the Harvard Law School Program on Corporate Governance. Prior to joining Elliott in 2004,
Mr. Cohn
was an Analyst in the mergers and acquisitions group at Morgan Stanley. He earned his B.S. in Economics from the
University of Pennsylvania's
Wharton School of Business
, from which he graduated summa cum laude.
About
Matt Murphy
:
Murphy is President and Chief Executive Officer of Marvell Technology. He has led the company since joining in
July 2016
and also serves as a member of the company's Board of Directors. Prior to Marvell, Matt worked for Maxim Integrated in a series of business leadership roles over two decades. Most recently, he served as Executive Vice President of Business Units and Sales & Marketing, overseeing all product development and go-to-market activities. Murphy earned a B.A. from
Franklin & Marshall College
, and is also a graduate of the
Stanford
Executive Program. He serves on the board of directors of the
Global Semiconductor Alliance
(GSA), and
Semiconductor Industry Association
(SIA), where he was elected SIA Board Chair for 2018.
About
eBay
:
eBay Inc.
(NASDAQ:
EBAY
) is a global commerce leader including the Marketplace,
StubHub
and Classifieds platforms. Collectively, we connect millions of buyers and sellers around the world, empowering people and creating opportunity for all. Founded in 1995 in
San Jose, Calif.
,
eBay
is one of the world's largest and most vibrant marketplaces for discovering great value and unique selection. In 2018,
eBay
enabled
$95 billion
of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit
www.ebayinc.com
.
Forward-Looking Statements
This communication contains forward-looking statements relating to, among other things, the future performance of
eBay Inc.
and its consolidated subsidiaries and the strategic initiatives referred to in this release. These statements are based on
eBay
's current expectations, forecasts and assumptions and involve risks and uncertainties, including as to the outcome of the operating and strategic portfolio reviews and the cooperation agreements with shareholders referred to in this release. Actual results could differ materially from those predicted or implied in this communication for a variety of reasons. You can find more information about risks, uncertainties and other factors that could affect our operating results in our most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q, copies of which may be obtained by visiting
eBay
's Investor Relations website at
https://investors.ebayinc.com or the SEC's website at www.sec.gov. You should not rely on any forward-looking statements. All information in this communication is as of March 1 2019, and we do not intend and undertake no duty to update this information.