8-KMaterial AgreementsOther EventsExhibits & Filings

EBAY INC 8-K Report, Material Agreement (Mar 30, 2011)

Filed March 30, 2011For Securities:EBAY

Summary

This Form 8-K filing by eBay Inc. on March 30, 2011, announces a significant material definitive agreement: eBay's entry into an Agreement and Plan of Merger to acquire GSI Commerce, Inc. (GSIC) for $29.25 per share in cash. This acquisition, to be completed through a merger with eBay's wholly-owned subsidiary, Gibraltar Acquisition Corp., aims to significantly expand eBay's commerce capabilities. The filing also details ancillary agreements, including Voting and Support Agreements with key GSIC stakeholders, representing approximately 6.18% of outstanding shares, who have agreed to vote in favor of the merger. Furthermore, eBay is involved in a separate Stock Purchase Agreement where a subsidiary of GSIC, NRG Commerce, LLC, will acquire certain assets from GSIC, including subsidiaries like RueLaLa and ShopRunner, for $31 million in cash and a $467 million loan from eBay. This structure indicates a strategic divestiture of certain assets by GSIC as part of the overall transaction with eBay.

Key Highlights

  • 1eBay Inc. to acquire GSI Commerce, Inc. (GSIC) for $29.25 per share in cash.
  • 2The acquisition will be executed through a merger with eBay's subsidiary, Gibraltar Acquisition Corp.
  • 3The Merger Agreement includes a "go-shop" provision allowing GSIC to solicit alternative acquisition proposals for 40 days.
  • 4GSIC's Chairman, President, and CEO, Michael G. Rubin, and other directors/officers have entered into Support Agreements to vote in favor of the merger.
  • 5These Support Agreements cover approximately 6.18% of GSIC's outstanding common stock.
  • 6eBay is also involved in a separate Stock Purchase Agreement where a subsidiary of GSIC will acquire certain GSIC subsidiaries (RueLaLa, ShopRunner, etc.) for $31 million cash and a $467 million loan.
  • 7The transaction is subject to customary closing conditions, including GSIC stockholder approval and antitrust clearance.

Frequently Asked Questions

This filing announces eBay Inc.'s entry into a material definitive agreement to acquire GSI Commerce, Inc. (GSIC) for $29.25 per share in cash. It outlines the terms of the merger and related agreements, providing key details about the transaction to investors.

eBay Inc. will acquire GSI Commerce for $29.25 per share in cash. Additionally, eBay is providing a $467 million loan as part of a separate stock purchase agreement where a subsidiary of GSI Commerce acquires certain GSIC assets.

Yes, the Merger Agreement includes a "go-shop" provision that permits GSI Commerce and its representatives to actively solicit and engage in discussions with third parties regarding alternative acquisition proposals for a 40-day period following the agreement's execution. After this period, 'no-shop' restrictions apply, with exceptions for certain 'Excluded Parties' who submitted proposals during the go-shop period.

Michael G. Rubin, the CEO of GSI Commerce, and certain other directors and officers of GSI Commerce have entered into Voting and Support Agreements. These agreements bind them to vote their approximately 6.18% stake in GSI Commerce in favor of the merger and prevent them from transferring their shares or exercising appraisal rights.