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EBAY INC 8-K Report, Material Agreement (Apr 16, 2009)

Filed April 16, 2009For Securities:EBAY

Summary

eBay Inc. (EBAY) has filed an 8-K report on April 16, 2009, detailing a significant strategic move: the entry into a Share Allocation and Tender Offer Agreement to acquire Gmarket Inc., a Korean e-commerce company. The agreement outlines a cash tender offer for all outstanding common shares and American Depositary Shares (ADSs) of Gmarket at a price of $24.00 per share/ADS. This acquisition is a key expansion for eBay into the South Korean market, a region with a strong and growing online retail presence. In conjunction with the tender offer, eBay will also purchase newly issued shares directly from Gmarket, injecting capital into the target company and finalizing the acquisition structure. The transaction is subject to customary closing conditions, including antitrust approvals in Korea and a minimum tender threshold. This move signals eBay's commitment to international growth and diversification, aiming to leverage Gmarket's established platform and customer base to enhance its global market position. Investors should closely monitor the tender offer progress and any regulatory developments.

Key Highlights

  • 1eBay Inc. entered into a Share Allocation and Tender Offer Agreement to acquire Gmarket Inc.
  • 2The tender offer price is set at $24.00 per common share and per American Depositary Share (ADS).
  • 3eBay's subsidiary, eBay KTA (UK) Ltd., is the designated Offeror for the tender offer.
  • 4eBay will also purchase newly issued Gmarket shares for approximately $555 million.
  • 5The transaction is contingent upon customary closing conditions, including antitrust clearance in Korea and a minimum tender acceptance.
  • 6Gmarket shares not tendered are expected to be delisted from the NASDAQ Stock Market.
  • 7A separate Share Purchase Agreement was made for the sale of Internet Auction Co., Ltd. (IAC) by eBay's subsidiary to Gmarket.

Frequently Asked Questions

This 8-K filing announces eBay Inc.'s entry into a material definitive agreement to acquire Gmarket Inc. through a cash tender offer. It details the terms of the offer and related agreements, signaling a significant strategic expansion for eBay into the South Korean e-commerce market.

eBay is offering to purchase all outstanding common shares and American Depositary Shares (ADSs) of Gmarket at a price of $24.00 per share/ADS, in cash, without interest.

The tender offer is subject to several conditions, including that more than 50% of Gmarket's outstanding shares and ADSs (on a fully diluted basis) are validly tendered, obtaining final clearance under Korean antitrust laws, and other conditions stipulated in the agreement.

Common shares and ADSs that are not tendered in the offer will remain outstanding after the completion of the offer and are expected to be delisted from The NASDAQ Stock Market. An active trading market for these shares is not anticipated following the offer's completion.