eBay Inc. Completes Acquisition of GSI Commerce
June 20 2011 - 9:00AM
Business Wire
eBay Inc. (Nasdaq:EBAY) today announced it completed its
previously announced acquisition of GSI Commerce, Inc.
(Nasdaq:GSIC), a leading provider of ecommerce and interactive
marketing services. The stockholders of GSI approved the adoption
of the merger agreement with eBay at the special meeting of
stockholders held on June 17th and the merger became effective
later that day.
In accordance with the terms of the acquisition agreement
announced on March 28, 2011, eBay acquired all of the outstanding
shares of GSI’s stock for $29.25 per share in cash, or total
consideration of approximately $2.4 billion. As previously
announced, certain GSI stockholders will be paid a settlement
amount equivalent to $0.33 a share related to the settlement of
claims filed in Delaware state court, which 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.
GSI Commerce will operate as a separate business unit led by
Chris Saridakis as its newly appointed president. Saridakis will
report to eBay Inc. CEO and President John Donahoe.
In addition, eBay completed the divestiture of 100 percent of
GSI’s licensed sports merchandise business and 70 percent of
ShopRunner and Rue La La to a newly formed holding company led by
GSI founder and former CEO Michael Rubin.
About eBay
Founded in 1995 in San Jose, Calif., eBay Inc. (NASDAQ:EBAY)
connects hundreds of 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 our 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 marketing services are comprised of
innovative digital marketing products and services which include
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. GSI is headquartered in King of Prussia, Pa.
and its international headquarters is located in Barcelona, Spain.
More information can be found at gsicommerce.com. GSI is an eBay
Inc. (Nasdaq:EBAY) company.
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 reaction of
consumers and GSI Commerce’s customers and competitors; the future
growth of GSI Commerce; the possibility that integration following
the transaction may be more difficult than expected 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; the company’s need and
ability to manage other regulatory, tax, IP and litigation risks as
its services are offered in more jurisdictions and applicable laws
become more restrictive; 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://investor.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.
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