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8-K - FORM 8-K - GSI COMMERCE INC | c14736e8vk.htm |
EX-10.1 - EXHIBIT 10.1 - GSI COMMERCE INC | c14736exv10w1.htm |
EX-4.1 - EXHIBIT 4.1 - GSI COMMERCE INC | c14736exv4w1.htm |
EX-2.1 - EXHIBIT 2.1 - GSI COMMERCE INC | c14736exv2w1.htm |
EX-99.2 - EXHIBIT 99.2 - GSI COMMERCE INC | c14736exv99w2.htm |
EX-10.2 - EXHIBIT 10.2 - GSI COMMERCE INC | c14736exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - GSI COMMERCE INC | c14736exv10w3.htm |
EX-99.1 - EXHIBIT 99.1 - GSI COMMERCE INC | c14736exv99w1.htm |
Exhibit 99.3
News Release
Contacts:
|
John Pluhowski | Jennifer Ceran | ||
eBay Inc. Corporate Communications | eBay Inc. Investor Relations | |||
press@ebay.com | 408-376-7493 | |||
http://www.ebayinc.com/news | http://investor.ebayinc.com |
eBay Inc. To Acquire GSI Commerce
| GSI Commerce shareholders to receive $29.25 per share in cash | ||
| Acquisition enhances eBays position as the strategic global commerce partner of choice for retailers and brands of all sizes |
San Jose, Calif., and King of Prussia, Pa. March 28, 2011 eBay Inc. (NASDAQ: EBAY) announced
today that it has agreed to acquire GSI Commerce (NASDAQ: GSIC), a leading provider of ecommerce
and interactive marketing services, for $29.25 a share, or total consideration of approximately
$2.4 billion. The acquisition, which will be financed with cash and debt, is expected to close in
the third quarter of 2011.
The merger consideration represents a 51 percent premium over GSIs March 25, 2011, closing price
and a 47 percent premium over the average closing price of GSI Commerce common stock over the 30
trading days prior to March 28, 2011. The acquisition is subject to regulatory and GSI shareholder
approval, as well as other customary closing conditions.
We intend to lead the next generation of commerce innovation. The acquisition of GSI, which offers
the most comprehensive integrated suite of online commerce and interactive marketing services
available, will significantly strengthen our ability to connect buyers and sellers worldwide, said
John Donahoe, eBay Inc. President and CEO. Combined with eBay Marketplaces and PayPal, we believe
GSI will enhance our position as the leading strategic global commerce partner of choice for
retailers and brands of all sizes.
With more than 180 customers across 14 merchandise categories, GSI has long-term commerce services
relationships with leading retailers and brands. We expect that GSI will benefit from eBays global
platform and technology capabilities, and its clients will be able to leverage eBay Marketplaces
and PayPal services.
Technology is changing how consumers shop, and retailers and brands are changing how they
compete, Donahoe said. With its complementary strengths, GSI will extend the power of our
portfolio. With eBay, PayPal, GSI and our global platform capabilities, we are focused on
delivering new ways for retailers and brands of all sizes from sole proprietors to large
merchants to drive innovation, engage customers and help people shop anytime, anywhere and on
any device.
As part of the transaction, eBay will divest 100 percent of GSIs 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.
eBay expects the transaction to result in synergies of approximately $60 million by 2013; the
company expects the transaction to be EPS neutral in 2011 and accretive in 2012. As part of the
divestiture, eBay will loan the holding company $467 million and retain a 30 percent stake in Rue
La La and ShopRunner. In addition, Michael Rubin will invest additional cash of $31 million in the
holding company.
Under the terms of the merger agreement, GSI Commerce may solicit acquisition proposals from third
parties for a 40-day go-shop period continuing through May 6, 2011. It is not anticipated that
any developments will be disclosed with regard to this process unless GSI Commerces Board of
Directors makes a decision with respect to a potential superior proposal. The merger agreement
provides eBay with a customary right to match a superior proposal. There is no guarantee that this
process will result in a superior proposal.
Goldman, Sachs & Co. and Peter J. Solomon Company are acting as financial advisers to eBay, while
Dewey & LeBoeuf LLP is acting as its legal adviser with regard to the transaction. Morgan Stanley &
Co. Incorporated is acting as financial adviser to GSI Commerce and Davis Polk & Wardwell LLP is
acting as legal adviser to the special committee of the GSI Commerce Board of Directors. Morgan,
Lewis & Bockius LLP is acting as legal adviser to GSI Commerce.
Business Outlook
Assuming its acquisition of GSI closes mid-third quarter, eBay said it expects the deal to be immaterial to its 2011 non-GAAP EPS guidance which it announced January 19, and have a negative impact of $0.30 $0.34 to its 2011 GAAP EPS guidance, including a GAAP charge primarily related to the divested GSIC businesses.
Assuming its acquisition of GSI closes mid-third quarter, eBay said it expects the deal to be immaterial to its 2011 non-GAAP EPS guidance which it announced January 19, and have a negative impact of $0.30 $0.34 to its 2011 GAAP EPS guidance, including a GAAP charge primarily related to the divested GSIC businesses.
Conference Call
eBay will host a conference call at 8 am Pacific Time/11 am Eastern Time today to discuss this announcement. A live webcast of the conference call, together with a slide presentation that includes supplemental financial information, can be accessed through the companys Investor Relations web site at http://investor.ebayinc.com. In addition, an archive of the webcast will be accessible for 90 days through the same link.
eBay will host a conference call at 8 am Pacific Time/11 am Eastern Time today to discuss this announcement. A live webcast of the conference call, together with a slide presentation that includes supplemental financial information, can be accessed through the companys Investor Relations web site at http://investor.ebayinc.com. In addition, an archive of the webcast will be accessible for 90 days through the same link.
Transaction website
For more information on the transaction, including background information and factsheets, visit http://changingshopping.ebayinc.com.
For more information on the transaction, including background information and factsheets, visit http://changingshopping.ebayinc.com.
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 worlds 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 worlds 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.
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 worlds 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 worlds 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. GSIs 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. GSIs 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.
GSI Commerce® enables ecommerce, multichannel retailing and digital marketing for global enterprises in the U.S. and internationally. GSIs 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. GSIs 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 companys current
expectations, forecasts and assumptions and involve risks and uncertainties. These statements
include, but are not limited to, statements regarding eBay and GSI Commerce and the expected impact
of the transaction on eBays expected financial results for full year 2011. The companys 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 receipt and timing of regulatory approval for the
transaction, the possibility that the transaction may not close, and the reaction of consumers and
GSI Commerces 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 companys 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 companys ability to
profitably integrate, manage and grow businesses that have been acquired recently or may be
acquired in the future; the companys need to increasingly achieve growth from its existing users,
particularly in its more established markets; the companys 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 companys 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 companys ability to upgrade and develop its systems, infrastructure and customer
service capabilities at reasonable cost; and the companys 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 companys operating results is included under
the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in the companys 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
companys Investor Relations web site at http://investor.ebayinc.com or the SECs 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.
Cautionary Statement Regarding Forward-Looking Statements
This document includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements,
other than statements of historical facts, are forward-looking statements. These forward looking
statements address, among other things activities, events or developments that we expect, believe
or anticipate will or may occur in the future, including our statements relating to the anticipated
effects of the proposed merger with eBay and its anticipated benefits if consummated. These
forward-looking statements are subject to a number of risks that could cause actual results to
differ materially from those contained in the forward-looking statements, including the risk that
our stockholders may not approve the merger and that the regulatory approvals and any other
required approvals in connection with the merger may not be obtained on the proposed terms or at
the times anticipated, as well as the risk factors described Item 1A of our 2010 Annual Report on
Form 10-K filed with the Securities and Exchange Commission (the SEC).
Currently unknown or unanticipated risks, or risks that emerge in the future, could cause actual
results to differ materially from those described in forward-looking statements, and it is not
possible for us to predict all such risks, or the extent to which this may cause actual results to
differ from those contained in any forward-looking statement. Except as required by law, we assume
no obligation to update publicly any such forward-looking statements, whether as a result of new
information, future events, or otherwise.
Important Merger Information
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of GSI Commerce by eBay. In connection with the proposed acquisition, GSI Commerce intends to file
a proxy statement on Schedule 14A with the Securities and Exchange Commission, or SEC, and GSI
Commerce and eBay intend to file other relevant materials with the SEC. Stockholders of GSI
Commerce are urged to read all relevant documents filed with the SEC when they become available,
including GSI Commerces proxy statement, because they will contain important information about the
proposed transaction. A definitive proxy statement will be sent to holders of GSI Commerce stock
seeking their approval of the proposed transaction. This communication is not a solicitation of a
proxy from any security holder of GSI Commerce.
Investors and security holders will be able to obtain the documents (when available) free of charge
at the SECs web site, http://www.sec.gov. In addition, GSI Commerce stockholders may
obtain free copies of the documents filed with the SEC when available by contacting GSI Commerces
Investor Relations at 610-491-7068.
Such documents are not currently available. You may also read and copy any reports, statements and
other information filed with the SEC at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SECs website for
further information on its public reference room.
GSI Commerce and its directors and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of GSI Commerce common stock in respect of the proposed
transaction. Information regarding the directors and executive officers of GSI Commerce is
available in the 2010 Annual Report on Form 10-K, filed with the SEC on March 1, 2011, and the
proxy statement for GSI Commerces 2010 Annual Meeting of Stockholders, filed with the SEC on April
13, 2010. Additional information regarding the interests of such potential participants will be
included in the proxy statement and the other relevant documents filed with the SEC when they
become available.
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