Adevinta to Acquire eBay Classifieds Group to Create the World’s Largest Online Classifieds Company

The combined group will have solid market positions across 20 markets, covering 1 billion people with 3 billion monthly visits

eBay Inc. announced they entered into a definitive agreement for eBay to transfer its Classifieds business to Adevinta for a total consideration valued at approximately $9.2 billion, based on the closing trading price of Adevinta shares on the Oslo Stock Exchange on July 17, 2020. As part of the transaction, eBay will receive $2.5 billion in cash and approximately 540 million Adevinta shares which would represent an equity stake of approximately 44% based on the number of Adevinta’s outstanding shares, as of the end of the second quarter, and a ~33.3% voting stake.

“We are pleased we reached an agreement with Adevinta that brings together two great companies,” said Jamie Iannone, Chief Executive Officer, eBay Inc. “eBay believes strongly in the power of community and connections between people, which has been essential to our Classifieds businesses globally. This sale creates short-term and long-term value for shareholders and customers, while allowing us to participate in the future potential of the Classifieds business.”

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Adevinta is a global online classifieds specialist, currently operating in 15 countries, with a portfolio that spans 35 digital products and websites. eBay’s Classifieds platforms include a collection of 12 brands in 13 countries around the world. Together these complementary businesses will have solid market positions in 20 countries globally, and eBay will become the largest Adevinta shareholder. Adevinta and eBay will continue to partner in key areas post-closing to ensure a seamless transition. Additionally, the scale provided by this partnership is expected to create estimated annual synergies of $150 – 185 million within the next three years.

“With the acquisition of eBay Classifieds Group, Adevinta becomes the largest online classifieds company globally, with a unique portfolio of leading marketplace brands. We believe the combination of the two companies, with their complementary businesses, creates one of the most exciting and compelling equity stories in the online classifieds sector,” said Rolv Erik Ryssdal, CEO of Adevinta. “We have been impressed with eBay Classifieds Group’s achievements in recent years, leading across markets with nationally recognized brands including Mobile.de, Gumtree, Marktplaats, dba, Bilbasen, Kijiji, 2dehands, 2ememain, Vivanuncios, Automobile.it, Motors.co.uk, Autotrader (Australia), Carsguide (Australia), and eBay Kleinanzeigen, and innovating consistently across its product portfolio and advertising technology platform.”

The management teams of Adevinta and eBay Classifieds Group have a shared set of strategic principles developed through a common history of acquiring and scaling generalist online classifieds platforms and successfully verticalizing them to create value. The breadth of talent across the companies and the collective experience across the combined portfolio will serve to optimize strategies for the various assets at different stages of development, accelerating monetization and creating value to consumers and advertisers.

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“This deal is a testament to the growth and potential of the eBay Classifieds business,” said Alessandro Coppo, SVP and GM, eBay Classifieds Group. “We are excited for our local classifieds brands to join Adevinta and shape a global leader in an industry full of potential.”

The sale is subject to regulatory approvals, customary closing conditions, including approval by the affirmative vote of holders of at least two-thirds of the votes cast as well as of the share capital of Adevinta ordinary shares represented in person or by proxy at an extraordinary general meeting of the stockholders of Adevinta, and consultation with competent works councils, other employee representation bodies or employees where and to the extent required by applicable law. The transaction is expected to close by the first quarter of 2021.

Adevinta is majority owned by Schibsted ASA, which has agreed to vote in favor of the transaction.

“Schibsted’s Board of Directors and management strongly supports the agreement between Adevinta and eBay, as we are confident that it will further strengthen the value creation potential for Schibsted and the rest of Adevinta’s shareholders. Schibsted intends to continue to contribute to the value creation for all Adevinta shareholders as a significant long-term anchor shareholder,” said Kristin Skogen Lund, CEO of Schibsted.

Related to the transaction, Schibsted has entered into an agreement with Adevinta to acquire eBay Classifieds’ Danish entity and therefore leading marketplaces in Denmark, DBA.dk and Bilbasen.dk, once the transaction between eBay and Adevinta closes.

Blommenholm Industrier AS, which holds approximately 6.3% of Adevinta’s ordinary shares, has also agreed to vote in favor of the transaction.

Following the closing of the transaction, each of eBay and Schibsted will be entitled to designate two directors to the Adevinta board of directors so long as it holds at least 25% of the Adevinta ordinary shares, and one director so long as it holds at least 10% of the Adevinta ordinary shares. eBay’s equity stake at closing will consist of approximately 33% of Adevinta’s ordinary shares, with the remainder of its stake consisting of non-voting shares.

Goldman Sachs & Co. LLC and LionTree Advisors LLC are acting as financial advisors to eBay. Wachtell, Lipton, Rosen & Katz, Thommessen AS, De Brauw Blackstone Westbroek N.V. and Quinn Emanuel Urquhart & Sullivan, LLP are acting as legal advisors to eBay.

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