M&A Activity • Jul 21, 2020
M&A Activity
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Schibsted ASA (SCHA/SCHB) - Schibsted supports Adevinta's acquisition of eBay Classifieds Group, and acquires eBay Classifieds in Denmark
Adevinta ASA today announced a definitive agreement with eBay Inc. to acquire
100 percent of eBay Classifieds Group ("eBay Classifieds"). Related to the
transaction, Schibsted will acquire eBay Classifieds' leading online classifieds
businesses DBA.dk and Bilbasen.dk in Denmark.
Adevinta will acquire eBay Classifieds for a headline value of approximately USD
9.2 billion(1). Under the terms of the agreement, eBay shall receive USD 2.5
billion in cash and approximately 540 million shares of Adevinta, representing a
44 percent stake in pro forma Adevinta (the "combined entity"). Adevinta will
issue to eBay (i) voting shares representing approximately 33.3 percent of the
total voting rights, and (ii) new class of non-voting shares for the remainder
of its 44 percent stake. The transaction implies that Schibsted's ownership
stake in Adevinta will decrease from 59 percent to approximately 33 percent.
"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," Kristin Skogen Lund, CEO of Schibsted, says.
The acquisition will create the largest online classifieds group in the world,
with market presence in 20 countries, covering one billion people with three
billion visits every month.
"This transaction will imply an amalgamation of two of the most competent and
innovative operators of online classifieds services in the world, and is
expected to generate material synergies. Additionally, the Adevinta stock is
expected to become increasingly attractive for investors, with a significantly
larger market capitalization and most likely also increased liquidity over time.
Adevinta will, as the world's largest online classifieds group globally, be
equipped to be a leading force in future consolidation of the online classifieds
industry," Skogen Lund says.
Skogen Lund continues: "Schibsted intends to continue to contribute to the value
creation for all Adevinta shareholders as a significant long-term anchor
shareholder. The reduced ownership stake in Adevinta is consistent with the
strategy we communicated when we announced the demerger of Adevinta. We have
been open to reducing our ownership stake in Adevinta in case of a truly value
creative opportunity, and the acquisition of eBay Classifieds is indeed such an
opportunity."
Rolv Erik Ryssdal, CEO of Adevinta, says: "With the acquisition of eBay
Classifieds Group, Adevinta becomes the largest online classifieds company
globally, with a unique portfolio of leading marketplaces 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. This transaction demonstrates we are swiftly executing on
the strategy we outlined at our IPO last year, and it brings further
diversification through exposure to new markets with high margins and strong
growth potential. Our close cultural alignment with eBay will allow us to pursue
a shared vision."
"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.
Schibsted will, with an ownership stake around 33 percent of the capital and
around 39.5 percent of the votes, be represented in Adevinta's Board of
Directors with two representatives.
Closing of the transaction is expected by Q1 2021, and is subject to eBay
Classifieds Group Dutch Works Council approval, shareholder approval in
Adevinta, and regulatory approvals and customary closing obligations. As part of
the transaction, Schibsted ASA and Blommenholm Industrier AS have irrevocably
committed to vote in favor of the transaction in Adevinta's general meeting.
Further, Schibsted has entered into customary lock-up arrangements following the
acquisition of eBay Classifieds, and agreed not to sell any shares during the
first three months. For a period of up to 15 months, after the end of the three
months lock-up, Schibsted will be bound by certain restrictions on sales of
shares, and for a period of up to 18 months after this, Schibsted and eBay have
agreed to mutual tag-along rights, subject to certain exceptions, if either
party sells shares, as further detailed in Adevinta's stock exchange release
published today.
Schibsted acquires the Danish operations of eBay Classifieds
Schibsted has entered into an agreement with Adevinta to acquire eBay
Classifieds' leading classifieds business in Denmark, DBA.dk and Bilbasen.dk.
"We have looked closely at Denmark for some time, and taking over Bilbasen.dk
and DBA.dk, is a unique opportunity for Schibsted to obtain access to this
digitally advanced and attractive market for online classifieds," Kristin Skogen
Lund says.
"With the acquisition of eBay Classifieds' Danish operations, we are adding a
strong online classifieds business with solid margins to our portfolio, and at
the same time we include into our family a very competent group of employees and
attractive and well-known brands. We strongly believe that we can utilize the
experience and knowledge of our new Danish colleagues in the rest of the Nordics
and vice versa. At the same time, it increases our scale to build and roll out
next generation marketplaces across the Nordics," Christian Printzell Halvorsen,
EVP Nordic Marketplaces in Schibsted, says.
On 16 July, Schibsted announced the acquisition of Oikotie, a leading online
classifieds business for jobs and real estate in Finland. This means that
Schibsted is expanding its online classifieds position in the Nordics, taking
the driver's seat in Norway, Sweden, Finland and now Denmark. With the
transactions in Finland and Denmark, Schibsted's Nordic Marketplaces covers a
population of around 26 million, and is significantly strengthening the medium-
and long-term growth potential for the company.
eBay Classifieds holds strong positions in Denmark. DBA.dk is the leading
generalist online classifieds site. Bilbasen.dk is the leading player in motor,
and Bilinfo is the preferred dealer management system in Denmark, serving as a
strong link between Bilbasen.dk and the car dealers. In total, eBay Classifieds'
Danish services receive around 32 million visits per month (average 2019).
In 2019, eBay Classifieds Denmark had revenues of around USD 53 million (2018:
around USD 50 million) and an EBITDA of around USD 25 million (2018: around USD
23 million). Certain central services not accounted for in eBay Classifieds
Denmark's P&L are estimated to be USD 9-10 million per year. The agreement
values eBay Classifieds Denmark at USD 330 million on an enterprise value basis.
Schibsted's acquisition of eBay Classifieds' Danish operations will be financed
through a bridge loan with up to three years maturity, committed by a consortium
of some of our core banks. We have simultaneously received a pre-consent for a
temporary waiver of our financial covenant for our existing financing. The
acquisition will increase our financial gearing, but we have the clear goal to
reduce NIBD/EBITDA back again to within the target range of 1-3. The bridge loan
will be paid down primarily through a future disposal of Adevinta shares.
Advisors to Schibsted, Adevinta and eBay
Barclays has been lead financial advisor to Schibsted, Arctic Securities has
been advisor to the Board of Directors and the company. Cleary Gottlieb Steen &
Hamilton and Wiersholm have been legal advisors.
Citigroup acted as financial advisors to Adevinta. Skadden and Bahr provided
corporate legal counsel, and Cleary Gottlieb Steen & Hamilton provided antitrust
counsel.
Goldman Sachs and LionTree were financial advisors to eBay. Wachtell, Lipton,
Rosen & Katz provided corporate legal counsel, and Quinn Emanuel Urquhart &
Sullivan provided antitrust counsel.
Conference call for investors and analysts
Schibsted will host a conference call related to the transaction on 21 July
2020 at 11:30 CET. The dial-in information will be made available on
schibsted.com/ir/ (https://schibsted.com/ir/).
Reference is made to Adevinta's and eBay's stock exchange announcement which was
published today.
This information is subject to the disclosure requirements of section 5-12 of
the Norwegian Securities Trading Act.
Contact for investors and analysts:
Schibsted
Ragnar Kårhus
CFO
+47 917 91 752
Jann-Boje Meinecke
Head of IR
+47 941 00 835
Adevinta
Marie de Scobiac
Head of Investor Relations
+33 6 14 65 77 40
eBay
Joe Billante
Contact for media:
Schibsted
Atle Lessum
Director, Head of Schibsted Group Communications
+47 415 05 645
Adevinta
Mélodie Laroche
Corporate Communications
+33 6 84 30 52 76
eBay
Trina Somera
eBay Classifieds Group
Jasper Teijsse
About Schibsted
Every day, Schibsted helps millions of people buy, sell, hire and get hired. The
company's mission is to create perfect matches through our trusted marketplaces
and innovative solutions. With Blocket in Sweden, Finn in Norway and Tori and
Oikotie in Finland, Schibsted meets consumer needs with leading marketplaces.
Schibsted wants to help people make better deals, while partnering with
companies to help them make the most of their businesses.
Schibsted has the mind of a start-up and the heart of an established company
that has stood on its own feet since 1839. The company owns a family of
international consumer brands with over 5,000 employees.
About Adevinta
Adevinta is a global online classifieds specialist, operating digital
marketplaces in 15 countries. The company provides technology-based services to
connect buyers with sellers and to facilitate transactions, from job offers to
real estate, cars, consumer goods and more. Adevinta's portfolio spans 35
digital products and websites, attracting 1.5 billion average monthly visits.
Leading brands include top-ranked leboncoin in France, InfoJobs and Milanuncios
in Spain, and 50 percent of fast-growing OLX Brazil. Adevinta spun off from
Schibsted ASA and publicly listed in Oslo, Norway in 2019. Adevinta employs
4,700 people committed to supporting users and customers daily. Find out more at
Adevinta.com.
About eBay
eBay Inc. (Nasdaq: EBAY) is a global commerce leader including the Marketplace
and Classifieds platforms. We connect millions of buyers and sellers around the
world, empowering people and creating opportunity for all. Founded in 1995 in
San Jose, California, eBay is one of the world's largest and most vibrant
marketplaces for discovering great value and unique selection. For more
information about the company and its global
portfolio of online brands, visit www.ebayinc.com.
Oslo, 21 July 2020
Schibsted ASA
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(1) Based on Adevinta's closing share price on Friday 17 July 2020 of NOK115.00
or US$12.38, calculated using USD:NOK exchange rate of 9.29
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