On Monday, March 28, eBay Inc. announced its plans to buy GSI Commerce for $2.4 billion. GSI Commerce is a Pennsylvania based company that provides online marketing services and operates websites for 180 retailers, including Toys R Us, Ace Hardware, American Eagle Outfitters, and Bath & Body Works.
Advising eBay is Dewey & LeBoeuf, with Keith Flaum, its Mergers and Acquisitions partner from Silicon Valley, leading the team. Flaum has advised eBay previously in 2010 and 2009. Several other partners that are also advising eBay with Flaum include: Jane Ross and Rick Climan, M&A Partners; Eric Reifschneider and Robert Finkel, technology transactions partners and counsel Spencer Wood; David Smith, corporate partner; Greg Owens, finance partner and counsel Patti Marks; and employment partner Mitch Pahl. The general counsel for eBay is Michael Jacobson.
GSI was advised by Morgan, Lewis & Bockius, with a team led by finance partner Richard Aldridge. Aldridge was assisted by Robert Gooding, litigation partner; Harry Robins, antitrust partner; Paul Gordon, tax partner; Joseph Ronan, employee benefits senior counsel, as well as partner Amy Kelly; Ron Dreben, Kenneth Davis, and Louis Beardell, IP partners; and Howard Kenny and Justin Chairman, finance partners. GSI’s primary in-house attorney was it’s own vice president and general counsel, Arthur Miller.
GSI is also being given counsel by Davis Polk & Wardwell. The team from Davis included Rachel Kleinberg, tax partner, Daniel Kelly Jr. and Julia Cowles, corporate partners, and Dennis Glazer, litigation partner. The CEO of GSI, Michael Rubin, is being advised by Sullivan & Cromwell, led by John Savva, corporate governance partner.
Weil, Gotshal & Manges are advising Morgan Stanley, which is GSI’s financial adviser in this deal. Michael Aiello, corporate partner, is leading that firm’s team.
Although the agreement has been signed, there is a now going to be a waiting period of 40 days so that GSI can consider other bids. If the deal is approved by GSI shareholders and receives regulatory approval, it should close sometime in the third quarter.