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.