eBay has just announced that it has agreed to buy GSI Commerce, a provider of ecommerce and interactive marketing services, for $29.25 a share, or total consideration of approximately $2.4 billion. The acquisition, which will be financed with cash and debt, is expected to close in Q3 2011.
With more than 180 customers across 14 merchandise categories, GSI has long-term commerce services relationships with a wealth of retailers and brands. eBay says it expects GSI clients to benefit from eBay’s Marketplaces and PayPal services, particularly.
The merger consideration represents a 51 percent premium over GSI’s closing price on March 25, 2011. As usual, the transaction is subject to regulatory approval as well as other customary closing conditions.
Under the terms of the merger agreement, GSI Commerce may solicit acquisition proposals from third parties for a 40-day “go-shop” period continuing through May 6, 2011. The agreement, however, also provides eBay with a customary right to match a superior proposal.
As part of the transaction, eBay will divest businesses that it says are not core to its long-term growth strategy. The divestiture includes 100 percent of GSI’s licensed sports merchandise business and 70 percent of ShopRunner and Rue La La.
These assets will be sold to a newly formed holding company, which will be led by GSI founder and CEO Michael Rubin. eBay will loan said company $467 million in total, while Rubin will invest an additional $31 million in cash.
eBay will host a conference call at 8 am PST/11 am EST today to discuss this announcement.