eBay Inc. and GSI Commerce Announce Settlement of Claims Regarding Proposed Acquisition

eBay Inc. EBAY and GSI Commerce GSIC announced today that the companies have entered into a memorandum of understanding, or MOU, with GSI shareholders settling claims filed in Delaware state court related to eBay's previously announced acquisition of GSI. As a result, GSI shareholders will be paid a settlement amount equivalent to about $0.33 a share. The settlement is separate and distinct from the payment of the $29.25 per-share merger consideration to be paid pursuant to the terms of the merger. The settlement, which will be paid at the same time as the merger consideration, results in the lawsuits being dismissed with prejudice on the merits and a general release of eBay and GSI from any and all claims relating to, among other things, the merger and the Agreement and Plan of Merger. eBay and GSI have entered into the proposed settlement to eliminate the uncertainty, burden, risk, expense, and distraction of further litigation. For additional details regarding the settlement, please see the Current Reports on Form 8-K filed today by eBay Inc. and GSI Commerce with the Securities and Exchange Commission. The acquisition, which will be financed with cash and debt, is now expected to close on June 17, 2011, subject to GSI shareholder approval and other customary closing conditions. With more than 180 customers across 14 merchandise categories, GSI offers the most comprehensive integrated suite of online commerce and interactive marketing services available. GSI has long-term commerce services relationships with leading retailers and brands. eBay Inc. expects that GSI will benefit from eBay's global platform and technology capabilities, and its clients will be able to leverage eBay Marketplaces and PayPal services.
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