eBay Inc. (NASDAQ: EBAY) and Gmarket Inc. (NASDAQ: GMKT) today
jointly announced a definitive agreement for eBay to combine
Gmarket, Korea's leading e-commerce business, with eBay's existing
online marketplace in Korea. Under the terms of the agreement, eBay
will make a cash tender offer of $24.00 per share for all
outstanding Gmarket common shares and American Depositary Shares,
for a total purchase price of up to approximately $1.2 billion
assuming all outstanding shares are tendered. As of April 15, 2009,
the consideration of $24.00 per share was equivalent to
approximately 31,767 Korean won per share.
At closing, eBay will hold at least 67 percent of Gmarket as a
result of shares tendered pursuant to agreements to tender with
members of management and other investors sufficient to satisfy the
minimum tender condition, as well as new shares issued by Gmarket
in connection with the combination of Gmarket and eBay's existing
Korean marketplace business, Internet Auction Company. Shareholders
that have signed agreements to tender include Interpark Corporation
and its chairman, Ki Hyung Lee, current holders of approximately 34
percent of the outstanding shares of Gmarket. eBay will combine
Gmarket's operations with IAC, while maintaining separate
sites.
"The combination of Gmarket and IAC establishes an exceptionally
strong leadership position for eBay in one of the world's largest,
most dynamic and innovative e-commerce markets," said John Donahoe,
eBay's president and chief executive officer. "This deal creates
strong operational synergies between the two market leaders, offers
more opportunities for sellers and enhances our ability to serve
complementary consumer segments."
"We welcome eBay's investment in Gmarket," said Young Bae Ku,
Gmarket's president and chief executive officer. "This transaction
will provide us an excellent opportunity for our next growth stage
in Korea and will also help accelerate our expansion strategies
beyond Korea. We look forward to teaming up with eBay's leadership
both locally and globally to drive our future growth and
expansion."
The Board of Directors of Gmarket has voted unanimously to
approve the transaction and recommends that Gmarket security
holders accept the offer. A special committee of Gmarket's
independent directors recommended approval of the transaction to
Gmarket's Board of Directors. The transaction, which is conditioned
on the tender of a majority of the outstanding shares and American
Depositary Shares of Gmarket on a fully diluted basis, final Korean
antitrust clearance and other customary closing conditions, is
expected to close in the second quarter of 2009. Following
completion of the tender offer, shares of Gmarket not purchased by
eBay will remain outstanding and will be delisted from The NASDAQ
Stock Market. It is expected that there will not be an active
trading market for outstanding Gmarket shares following completion
of the offer.
With more than 86 million active users, eBay Marketplaces
generated $60 billion of gross merchandise volume worldwide in 2008
and revenue of $5.6 billion. IAC generated $2.2 billion of gross
merchandise volume in 2008 and revenue of $161.2 million at an
assumed exchange rate of 1262 KRW per USD. In 2008, Gmarket
generated $3.2 billion of gross merchandise volume and revenue of
$220.8 million at the same assumed exchange rate.
Through the combined businesses, eBay will be able to offer
benefits for Gmarket and IAC sellers, such as tools for quick,
simultaneous listings across both platforms, and enhanced
experiences for buyers through improved selection, incentives and
loyalty programs. eBay also expects the combination with Gmarket to
provide a potential platform for further expansion within Asia.
The combination also provides the necessary support for Korean
sellers who seek access to eBay's global network. By joining eBay's
Cross Border Trade program, Korean small and medium sized
businesses can export their products to buyers in foreign
countries. Jooman Park, president of IAC and Young Bae Ku,
president of Gmarket will jointly lead the combination of IAC and
Gmarket and will manage the integration of the two e-commerce
companies.
Gmarket's focus on fashion-oriented categories and IAC's focus
on computers, electronics and sports give the two platforms core
strengths in complementary consumer segments. Females age 20-29,
representing Korea's fastest-growing online segment, comprise more
than 21 percent of Gmarket's consumer base. Males age 30 and over
comprise IAC's biggest consumer segment. Korea is the world's
sixth-largest e-commerce market behind the United States, Germany,
United Kingdom, China and Japan. eBay has more than seven years of
experience in the market, beginning with its acquisition of IAC in
2001.
eBay Inc. will host an investor conference call on Thursday,
April 16 at 6 a.m. PDT to discuss this announcement. A live webcast
of the conference can be accessed through eBay Investor Relations
Web site at http://investor.ebay.com. An archive of the webcast
will be accessible through the same link.
About Gmarket
Gmarket Inc. is a leading retail ecommerce marketplace in Korea,
offering buyers a wide selection of products at competitive prices
and sellers a comprehensive and flexible sales solution. Gmarket's
ecommerce marketplace is highly scalable and facilitates the sale
of products in small or large quantities to a large number of
potential buyers in a convenient, cost effective and secure manner.
Gmarket was founded in April 2000 and listed on Nasdaq in June
2006. Gmarket's e-commerce marketplace is located primarily at
www.gmarket.co.kr.
About IAC
Founded in 1998 as an online auctioneer, Internet Auction Co.
(IAC) has become one of Korea's leading online marketplaces with
more than 21 million registered users. Acquired by eBay in 2001,
IAC has played a key role in improving Korea's retail e-commerce
market through greater selection for buyers and diverse sales
solutions for sellers. IAC offers a wide range of products such as
computers, electronics and sporting goods to a dynamic online
community of over 2 million daily unique visitors. IAC's online
marketplace is located at www.auction.co.kr.
About eBay Inc.
Founded in 1995, eBay Inc. connects hundreds of millions of
people around the world every day, empowering them to explore new
opportunities and innovate together. eBay Inc. does this by
providing the Internet platforms of choice for global commerce,
payments and communications. Since its inception, eBay Inc. has
expanded to include some of the strongest brands in the world,
including eBay, PayPal, Skype, Shopping.com, and others. eBay Inc.
is headquartered in San Jose, California.
Forward-Looking Statements
This announcement contains forward-looking statements, including
statements regarding eBay, IAC and Gmarket, that involve risks and
uncertainties, and actual results could differ materially from
those discussed. Factors that could cause or contribute to such
differences include, but are not limited to, the possibility that
the transaction may not close; risks associated with eBay's
international operations (including foreign currency exchange rate
fluctuations and regulatory, political and economic conditions in
Korea and other areas of Asia); the reaction of users and suppliers
of Gmarket's and IAC's services to the transaction; the future
growth of Gmarket's and IAC's services; the reaction of competitors
to the transaction; the contemplated integration of the employees
of certain systems of each company, and the possibility that
integration following the transaction may be more difficult than
expected; and the possibility that the expected benefits of the
acquisition of Gmarket may not materialize to the extent expected
or at all.
More information about factors that could affect eBay's
operating results can be found in the company's most recent annual
report on its Form 10-K and its subsequent quarterly reports on
Form 10-Q (available at http://investor.ebay.com or at the SEC's
website at www.sec.gov). All forward-looking statements are based
on information available to eBay on the date hereof, and eBay
assumes no obligation to update such statements.
Additional Information and Where to Find It
This announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares or American Depositary Shares of Gmarket. At the time the
offer is commenced, eBay and its acquisition subsidiary will file
tender offer materials with the U.S. Securities and Exchange
Commission (the "SEC") and Gmarket will file a
Solicitation/Recommendation Statement with respect to the offer.
The tender offer materials (including an Offer to Purchase, a
related Letter of Transmittal and certain other offer documents)
and the Solicitation/Recommendation Statement will contain
important information, which should be read carefully before any
decision is made with respect to the tender offer. The Offer to
Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares or American
Depositary Shares of Gmarket at no expense to them at the SEC's web
site at www.sec.gov. Free copies of these documents will be made
available upon request by mail to eBay Inc., 2145 Hamilton Avenue,
San Jose, CA 95125, Attention: Investor Relations or to Gmarket
Inc., 9th Floor, LIG Tower, 649-11 Yeoksam-Dong, Gangnam-Gu, Seoul
135-912, Korea, Attention: Investor Relations.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Gmarket and eBay file annual
and special reports and other information with the SEC. You may
read and copy any reports or other information filed by eBay or
Gmarket at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. eBay's and Gmarket's filings with the SEC are also available
to the public from commercial document-retrieval services and at
the website maintained by the SEC at http://www.sec.gov.
MEDIA CONTACT: Alan Marks eBay Inc. Media hotline: 408-376-7458
Joo Beom Park Gmarket Inc. Tel: +82 2 3016 5763 INVESTOR CONTACT:
Vandana Hariharan eBay Inc. 408-376-5877 Paul J. Lee Gmarket Inc.
+82 2 3016 4372
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