GSI Commerce, Inc. (Nasdaq: GSIC) today announced the expiration
of the 40 day “go-shop” period pursuant to the terms of the
previously announced merger agreement, entered into on March 27,
2011, among GSI Commerce, Inc. (the “Company” or “GSI”), eBay Inc.
(“eBay”) and Gibraltar Acquisition Corp., a wholly owned subsidiary
of eBay (“Merger Sub”).
Under the merger agreement, the Company and its representatives
had the right to solicit alternative acquisition proposals from
third parties until 11:59 p.m. California time on May 6, 2011, a
period of 40 calendar days after the execution of the merger
agreement. During the “go-shop” period, Morgan Stanley & Co.
Incorporated, the Company’s financial advisor, contacted numerous
potential acquirers that the Company and Morgan Stanley believed
might have been interested in an alternative transaction to the
merger with eBay. The Company did not receive any alternative
acquisition proposals prior to the expiration of the “go-shop”
period.
GSI further announced that it has received notice from the
Federal Trade Commission granting early termination of the
mandatory waiting period under the Hart-Scott Rodino Antitrust
Improvements Act (the “HSR Act”). Accordingly, the condition to
closing in the merger agreement with respect to the expiration or
termination of the applicable waiting period under the HSR Act has
been satisfied.
Under the terms and subject to the conditions of the merger
agreement, Merger Sub will merge with and into the Company, with
the Company continuing as the surviving corporation and a
wholly-owned subsidiary of eBay. As of the effective time of the
merger, each issued and outstanding share of Company common stock
(other than certain shares held by eBay, Merger Sub, the Company or
any of their respective subsidiaries or shares held by stockholders
who have properly exercised and perfected appraisal rights under
Delaware law) will be canceled and converted into the right to
receive $29.25 in cash, without interest. The Company expects to
file shortly with the Securities and Exchange Commission definitive
proxy materials related to the special meeting of the Company’s
stockholders to vote on and approve the merger.
GSI has established a record date and a meeting date for the
special meeting of its stockholders to consider and vote upon the
proposal to adopt the merger agreement. GSI stockholders of record
at the close of business on Monday, May 9, 2011 will be entitled to
receive notice of the special meeting and to vote at the special
meeting. The special meeting will be held at the Crowne Plaza
Hotel, 260 Mall Boulevard, King of Prussia, PA 19406 on Friday,
June 17, 2011, at 9:00 a.m., local time.
The parties currently expect to complete the merger as early as
the end of the second quarter of 2011, subject to customary closing
conditions, including receipt of stockholder approval.
About GSI Commerce
GSI Commerce® enables e-commerce, multichannel retailing and
digital marketing for global enterprises in the U.S. and
internationally. GSI’s e-commerce 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. GSI’s 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.
Caution 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 in Part I,
Item 1A, of our 2010 Annual Report on Form 10-K filed with the
Securities and Exchange Commission, or the SEC, on March 1, 2011
and Part II, Item 1A, of our Quarterly Report on Form 10-Q filed
with the SEC on May 5, 2011.
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 filed a
preliminary proxy statement on Schedule 14A with the SEC on April
18, 2011. When completed, a definitive proxy statement and a form
of proxy will be mailed to the stockholders of GSI Commerce. GSI
Commerce and eBay also intend to file other relevant materials with
the SEC. Stockholders of GSI Commerce are urged to read the
preliminary proxy statement and all other relevant documents filed
with the SEC when they become available, including GSI Commerce’s
definitive proxy statement, because they contain, or 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 SEC’s 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 Commerce’s 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 SEC’s 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, as amended by
Amendment No. 1 on Form 10-K/A filed with the SEC on April 29,
2011. Additional information regarding the interests of such
potential participants is included in the preliminary proxy
statement filed with the SEC and will be included in the definitive
proxy statement and other relevant documents filed with the SEC
when they become available.
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