Global online marketplace eBay said it has agreed to sell its classified advertising operations to Adevinta, the company spun off by Norway’s Schibsted in 2019. The combined group will have positions in 20 markets, covering 1 billion people with 3 billion monthly visits. eBay said the USD 9.2 billion cash and stock deal will make eBay the largest shareholder of Adevinta.
eBay will receive USD 2.5 billion of cash and 540 million shares in Adevinta, representing 44 percent ownership of the pro forma company and approximately a 33.3 percent voting stake. The transaction is expected to close by Q1 2021. The companies expect annual synergies of USD 150 million to USD 185 million of within three years.
Adevinta is a global online classifieds specialist operating in fifteen countries, with a portfolio of 35 digital products and websites. eBay's Classifieds platforms include twelve brands in thirteen countries, namely Mobile.de, Gumtree, Marktplaats, dba, Bilbasen, Kijiji, 2dehands, 2ememain, Vivanuncios, Automobile.it, Motors.co.uk, Autotrader (Australia), Carsguide (Australia), and eBay Kleinanzeigen.
The sale is subject to regulatory approvals and customary closing conditions, including approval by holders of at least two thirds of votes cast, and of Adevinta ordinary shares at an EGM. There must also be consultation with works councils or other employee representatives.
Adevinta is still majority-owned by Schibsted, which has agreed to vote in favour of the transaction. Blommenholm Industrier holds approximately 6.3 percent of Adevinta's ordinary shares and has also agreed to vote in favour of the transaction.
Related to the transaction, Schibsted has agreed with Adevinta to buy eBay Classifieds' Danish entity, hence acquiring DBA.dk and Bilbasen.dk, once the transaction between eBay and Adevinta closes.
After the transaction, eBay and Schibsted will be entitled to designate two directors each to the Adevinta board, providing they hold at least 25 percent of Adevinta ordinary shares, and one director if they hold at least 10 percent. eBay's equity stake at closing will consist of approximately 33 percent of Adevinta's ordinary shares, with the remainder of its stake consisting of non-voting shares.
Goldman Sachs and LionTree Advisors are acting as financial advisors to eBay. Wachtell, Lipton, Rosen & Katz, Thommessen, De Brauw Blackstone Westbroek and Quinn Emanuel Urquhart & Sullivan are acting as legal advisors to eBay.
