eBay would receive USD $2.2 billion cash and retain a 20% ownership
stake
SAN
JOSE, Calif., Nov. 21,
2023 /PRNewswire/ -- eBay Inc. (Nasdaq: EBAY), a
global commerce leader that connects millions of sellers and buyers
around the world, announced its support for the voluntary tender
offer led by Permira and Blackstone to acquire all the publicly
traded shares of Adevinta (the "Offer"). As part of the
transaction, eBay would sell 50% of its shares for an estimated USD
$2.2 billion and would exchange the
remaining shares for an equity stake of approximately 20% in the
newly privatized company.
"We strongly support this offer, which we firmly believe is in
the best interests of our shareholders," said Jamie Iannone, Chief Executive Officer at eBay.
"We would sell half our stake for approximately $2.2 billion in cash at a premium of more than
50% to the undisturbed price of Adevinta shares. We would recognize
immediate value in the short-term, while continuing to maintain a
financial interest in Adevinta alongside Schibsted and other
world-class investors."
Details on the Transaction
The Offer is being made
through Aurelia Bidco Norway AS, a Norwegian private limited
liability company established for the purpose of the Offer.
Key highlights
- The Offer values eBay's entire stake in Adevinta ASA at
approximately USD $4.3 billion,
representing a premium of roughly USD $1.5
billion over the USD $2.8
billion value prior to speculation in September 2023 regarding the
transaction1.
- eBay would sell 50% of its stake in Adevinta in the
transaction, receiving approximately USD $2.2 billion in cash upon closing. eBay has
agreed to support the transaction by exchanging its remaining
shares for an equity stake of approximately 20% in the newly
privatized company.
- eBay intends to use the cash proceeds from this prospective
transaction for general corporate purposes. The company remains
committed to returning approximately 125% of cumulative free cash
flow to shareholders through repurchases and dividends over the
three-year period from 2022 to 2024.
- Additionally, for six months following the closing, Permira,
Blackstone and their co-investors have a right to purchase, from
eBay, an additional number of shares in privatized Adevinta, which
would reduce eBay's ownership position in Adevinta to approximately
9.99%. If this right is exercised by Permira, Blackstone and their
co-investors, the purchase price for those additional shares would
be the same price paid to eBay for its Adevinta shares at closing
and would represent proceeds in excess of $1
billion.
The Offer is subject to the satisfaction or waiver of certain
regulatory approvals and a minimum offer acceptance level of more
than 90% of the issued and outstanding share capital and voting
rights of Adevinta as well as other customary closing
conditions.
The Offer is expected to be completed in the second quarter of
2024, subject to satisfaction of the conditions of the Offer.
LionTree Advisors LLC is acting as financial advisor to eBay.
Wachtell, Lipton, Rosen & Katz, and Advokatfirmaet Thommessen
AS are acting as legal advisors to eBay.
Please reference the Current Report on Form 8-K eBay filed today
with the U.S. Securities and Exchange Commission for further
information.
About eBay
eBay Inc. (Nasdaq: EBAY) is a global
commerce leader that connects people and builds communities to
create economic opportunity for all. Our technology empowers
millions of buyers and sellers in more than 190 markets around the
world, providing everyone the opportunity to grow and thrive.
Founded in 1995 in San Jose,
California, eBay is one of the world's largest and most
vibrant marketplaces for discovering great value and unique
selection. In 2022, eBay enabled nearly $74
billion of gross merchandise volume. For more information
about the company and its global portfolio of online brands, visit
www.ebayinc.com.
Forward-Looking Statements
Certain statements herein
are "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Such forward-looking statements are often identified by words such
as "anticipate," "approximate," "believe," "commit," "continue,"
"could," "estimate," "expect," "hope," "intend," "may," "outlook,"
"plan," "project," "potential," "should," "would," "will" and other
similar words or expressions. Such forward-looking statements
reflect eBay's current expectations or beliefs concerning future
events and actual events may differ materially from historical
results or current expectations. The reader is cautioned not to
place undue reliance on these forward-looking statements, which are
not a guarantee of future performance and are subject to a number
of uncertainties, risks, assumptions and other factors, many of
which are outside the control of eBay. The forward-looking
statements in this document address a variety of subjects
including, for example, the completion of the transaction described
herein and the potential benefits of such transaction. The
following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the possibility that receipt of regulatory approvals
are not received or that other conditions to the transaction
described herein are not satisfied on a timely basis or at all,
including having an insufficient number of shares of Adevinta
tendered in the Offer to meet the minimum condition on or prior to
the expiration of the Offer; the possibility that eBay or Adevinta
may not fully realize the projected benefits of the transaction
described herein; the possibility that the closing of the
transaction described herein may not occur on the anticipated
timeline or at all; business disruption during the pendency of or
following the transaction described herein; diversion of
management's time on issues related to the transaction described
herein; the reaction of Adevinta's customers, employees, lenders
and other persons to the transaction described herein; and other
events that could adversely impact the completion of the
transaction described herein, including industry or economic
conditions outside of eBay's control. In addition, actual results
are subject to other risks and uncertainties that relate more
broadly to eBay's overall business, including those more fully
described in eBay's filings with the U.S. Securities and Exchange
Commission, including its annual report on Form 10-K for the fiscal
year ended December 31, 2022 and
subsequent quarterly reports on Form 10-Q. The forward-looking
statements in this document speak only as of this date. We
undertake no obligation to revise or update publicly any
forward-looking statement, except as required by law.
1 Calculated as the 3-month VWAP of NOK75 up to and including September 19, 2023, the date of initial press
speculation confirming a bid for Adevinta by a private equity
consortium.
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SOURCE eBay Inc.