Adevinta ASA (ADE) – Adevinta completes the acquisition of eBay
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- Creation of a global leader in pure-play online classifieds with a diverse and complementary portfolio of assets and brands
- Adevinta is now n ° 1 in the market in 16 countries
Oslo, June 25, 2021 – Adevinta ASA (ADE) (“Adevinta” or the “Company”) today announces that it has completed the acquisition of eBay Classifieds Group (“eCG”), the classifieds division from eBay Inc. (“eBay”). The transaction creates a global leader in pure-play online classifieds, which covers a population of one billion people and receives approximately three billion monthly visits. The transaction was first announced on July 21, 2020.
Adevinta now benefits from a very diversified portfolio of classifieds platforms across geographic and vertical areas, notably in Germany, France, the Netherlands, Spain, Canada and Brazil. This increased scale will allow Adevinta to accelerate innovation in products and services to deliver more value to its users and customers and take advantage of the ongoing consolidation in the global online classifieds industry.
Rolv Erik Ryssdal, CEO of Adevinta, said: “This is a game-changing transaction for Adevinta, making us the world’s leading online classifieds group with market leadership positions in 16 countries. Adevinta has unprecedented technology and talent that will allow us to create world-class products to create value for consumers. and advertisers in a rapidly changing environment.
“We are delighted to welcome our new eCG colleagues to Adevinta today. We are confident that our close cultural fit will allow for a smooth transition for our colleagues, clients and other partners. We are also delighted to have eBay as a strategic shareholder in the company. and are optimistic about the future growth prospects of the combined business. “
Orla Noonan, Chairman of the Board of Directors of Adevinta, said: “In an industry where consumer trends and technology are constantly evolving, today’s acquisition marks not only a new chapter for Adevinta, but also for the entire global online classifieds industry.
“This combination will give Adevinta a clear lead in accelerating innovative products and services, creating best-in-class integrated solutions that will enhance the digital experience for users and customers, which in turn will create long-lasting value. term for all our stakeholders. “
Adevinta’s new management team will continue to be led by the current CEO, Rolv Erik Ryssdal, and will consist of the following members:
- Uvashni Raman – Chief Financial Officer
- Brent Mclean – Chief Product & Technology Officer
- Nicki Dexter – Director of Human Resources and Communications
- Antoine Jouteau – CEO, Adevinta France
- Malte Krüger – CEO, Mobile.de
- Gianpaolo Santosola – Executive Vice President, European Markets
- Zac Candelario – Executive Vice President, International Markets
The transaction creates a company with a 2019 pro forma annual turnover of c. 1.6 billion euros. Adevinta will begin integrating eCG business operations and anticipates cost synergies of 130-165 million euros at the end of a three-year period, based on the current portfolio.
As part of the consideration for the acquisition of eCG, the Company will issue to certain subsidiaries of eBay (i) 342,474,251 common shares (“Class A Shares”) representing approximately 33.3% of the Class A shares and associated voting rights in the Company, and (ii) 197,520,228 shares of a new class of non-voting shares (“Class B Shares”), which together with the Class A shares issued to eBay , represent approximately 44% of the total outstanding share capital of the Company. All of the Company’s shares outstanding prior to the completion of the transaction will be renamed Class A Shares in the updated articles of association of the Company upon completion of the transaction.
From the moment the capital increase relating to the counterpart shares in eBay has been registered in the Norwegian Register of Business Enterprises, the Articles of Association of the Company are amended in accordance with the amendments approved at the extraordinary general meeting of the Company on October 29, 2020. The amended articles of association will be available on the Company’s website at Adevinta.com/articles of association.
It is expected that the capital increase related to the issuance of the counterpart shares will be registered in the Norwegian Register of Business Enterprises by June 28, 2021. After the closing of the transaction, the total share capital of the Company will be 244,988,596.20 NOK divided into 1,027,422,753 Class A shares and 197,520,228 Class B shares, for a total of 1,224,942,981 shares, each with a par value of NOK 0.20. Class A shares will represent NOK 205,484,550.60 and Class B shares will represent NOK 39,504,045.60 of the total share capital. Both Class A Shares and Class B Shares of the Company will be registered on Euronext VPS. Class B Shares will not be listed, but will be exchangeable for Class A Shares on a one-for-one basis under the terms and conditions set out in the amended Articles.
Further details on the transaction can also be found in the prospectus dated December 23, 2020, published by the Company in connection with the listing on the Oslo Stock Exchange of the new Class A shares issued in connection with the transaction, which is available on the Company’s website at Adevinta.com/prospectus.
Following the transaction, Schibsted’s percentage ownership in the Class A shares will be approximately 39%, equivalent to approximately 33% of the total outstanding share capital of the Company.
In order to fund eBay’s $ 2.5 billion cash consideration and refinance existing debt, Adevinta signed up to the Senior Secured Notes (€ 1.06 billion) and Term Loan B (€ 900 million). euros and $ 506 million) raised in the fourth quarter of 2020. on the balance sheet at closing and transaction costs will be financed by a drawdown of € 150 million on the new revolving credit facility of € 450 million.
Pursuant to Article 6 of the Company’s amended Articles of Association, eBay has informed the Company of its intention to appoint Marie Oh Huber and Mark Solomons of eBay to the board of directors of Adevinta, and Schibsted has informed the Company of its intention to appoint Aleksander Rosinski and Kristin Skogen Lund to the board of directors. As a result, Kristin Skogen Lund has informed the Company that she is withdrawing her candidacy as a shareholder elected member of the board of directors of Adevinta at the next annual general meeting on June 29, 2021, and that as of this as of date she will continue to sit on the board of directors of Adevinta as a member of the board of directors appointed by Schibsted in accordance with article 6 of the amended articles of association.
In addition, the sale of the Danish activities of eBay Classifieds Group to a subsidiary of Schibsted was also finalized for an amount of approximately € 278 million, as further described in the prospectus dated December 23, 2020. It is also refers to the statement by the board of directors of the company in this regard, available on the Company’s website at Adevinta.com/news.
Adevinta completed the sale of Shpock to Russmedia Equity Partners on June 2, 2021, in accordance with commitments offered and approved by the UK Competition and Markets Authority. In addition, Adevinta will continue and finalize the sale of Gumtree UK and Motors.co.uk under these commitments during the second half of 2021. The disposals will respect all applicable social processes and consultations with employee representative bodies. .
In addition, Adevinta and eBay have provided certain remedies to the Austrian Federal Competition Authorities, whereby (i) eBay has agreed to reduce its financial interest in Adevinta to a maximum of 33% within 18 months of the closing of the transaction, in order reduce its indirect economic interest in Willhaben, and (ii) Adevinta has agreed to prevent the flow of information from Willhaben to eBay, as well as to restrict eBay’s potential influence over Willhaben’s strategic operations.
Notes to editor
+33 (0) 6 84 30 52 76
Senior Director of Global Communications, eCG
T: +31 6 53462977
Marie de Scorbiac / Anne-Sophie Jugean
John Kiely / Latika Shah / Raeesa Chowdhury-King
+44 (0) 7785 275665 / +44 (0) 7950 671 948 / +44 (0) 7885 802774
Director, Communications of the Schibsted Group
+47 415 05 645
Investor Relations Officer
+47 916 86 710
Adevinta is a global specialist in online classifieds, operating digital marketplaces in 16 countries. The company provides technology services to connect buyers with sellers and to facilitate transactions, from jobs to real estate, cars, consumer goods and more.
Adevinta’s portfolio spans over 40 digital brands, covering one billion people and attracting around three billion monthly visits on average. Major brands include leboncoin at the top of the rankings in France, leading classifieds sites in Germany mobile.de and eBay Kleinanzeigen, Marktplaats in the Netherlands, Kijiji in Canada, fotocasa and InfoJobs in Spain, and 50% of OLX Brasil , a fast growing company. Adevinta is a spin-off of Schibsted ASA and listed on the stock exchange in Oslo, Norway in 2019. Adevinta employs 6,300 people committed to supporting users and customers on a daily basis. Learn more at Adevinta.com.
eBay Inc. (Nasdaq: EBAY) is a global leader in commerce connecting millions of buyers and sellers in 190 markets around the world. We exist to provide economic opportunities for individuals, entrepreneurs, businesses and organizations of all sizes. Founded in 1995 in San Jose, California, eBay is one of the largest and fastest growing markets in the world for discovering great value and unique selection. In 2020, eBay generated $ 100 billion in gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.
Every day, Schibsted helps millions of people buy, sell, hire and get hired. Of the society
mission is to create perfect matches across our trusted and innovative markets
solutions. With Blocket in Sweden, Finn in Norway and Tori and Oikotie in Finland, Schibsted
meets consumer needs with major markets. Schibsted wants to help people do
better deals, while partnering with companies to help them get the most out of their
companies. Schibsted has the spirit of a start-up and the heart of an established company
which has been standing since 1839. The company has a family of
consumer brands with more than 5,000 employees.
This information is subject to disclosure requirements in accordance with Section 5-12 of the Norwegian Securities Law.