Adevinta — Capital/Financing Update 2020

Jul 21, 2020

Adevinta ASA (ADE) - Adevinta signs agreement to acquire eBay Classifieds Group, creating the world's largest online classifieds group with an extensive footprint and leading marketplace brands

Adevinta ASA (ADE) - Adevinta signs agreement to acquire eBay Classifieds Group, creating the world's largest online classifieds group with an extensive footprint and leading marketplace brands

* Creation of a globally scaled, pure-play online classifieds leader with a

diversified and complementary portfolio of assets and brands

* Combined entity to benefit from solid market positions across 20 countries,

covering one billion people with three billion monthly visits

* Strong combined financial profile, with estimated US$1.8 billion in revenues

and close to US$600 million in EBITDA in 2019(1)

* Significant synergy potential, with approximately US$150-185 million of

anticipated run-rate EBITDA synergies by year three(2), two thirds of which

expected from cost synergies

* Close cultural fit allowing the combined entity to pursue a shared vision

and ensure a smooth integration

* eBay to receive US$2.5(3) billion of cash and c. 540 million shares of

Adevinta at closing, representing a 44% stake in pro forma Adevinta, of

which c. 33.3% voting shares and the remainder non-voting shares

* Schibsted will acquire eBay Classifieds Group's Denmark assets for US$330

million, reducing cash consideration from Adevinta to approximately US$2.17

billion.

* Closing of the transaction is expected by Q1 2021, subject to shareholder

approval in Adevinta and customary regulatory and closing conditions

* Schibsted, which currently owns 59% of Adevinta shares, and Stiftelsen

Tinius, which currently owns 6% of Adevinta shares, have agreed to vote in

favor of the transaction

* As a result of the transaction, Schibsted's ownership will decrease from

59% to c.33%

* Adevinta Board of Directors unanimously supports the transaction, which is

expected to deliver long-term value creation for all shareholders

Oslo, 21 July 2020 - Adevinta ASA (ADE) ("Adevinta" or the "Company"), announces

today that it has entered into a definitive agreement to acquire 100% of eBay

Classifieds Group(4), the global classifieds arm of eBay Inc ("eBay"), for a

headline value of c. US$9.2 billion(5). Under the terms of the agreement, eBay

shall receive US$2.5 billion in cash(6) and c. 540 million shares of Adevinta,

representing a 44% stake in pro forma Adevinta (the "combined entity"). Adevinta

will issue to eBay (i) voting shares representing c. 33.3% of the total voting

rights, and (ii) new class of non-voting shares for the remainder of its 44%

stake.

Transaction Rationale

eBay Classifieds Group operates an international family of leading local

classifieds marketplaces in 13 countries. Adevinta brings its portfolio of

leading digital marketplaces in 15 countries, along with a track record of

profitable high growth and continuous focus on delivering value to its users,

customers and shareholders. The transaction creates a globally scaled, pure-play

online classifieds leader which covers a population of one billion people and

receives around three billion monthly visits.

The combined entity will benefit from a balanced portfolio of assets centered

around Germany, France and Spain. In Europe in particular, the combination will

create a leading marketplace provider enabling synergies for our consumers and

customers, as well as for the combined entity itself.

The management teams of Adevinta and eBay Classifieds Group share a set of

strategic principles developed through a common history of acquiring and scaling

generalist marketplaces and successfully verticalising them to create value. The

breadth of talent across the companies and the collective experience across the

combined portfolio will serve to optimise strategies for the various assets at

different stages of development, accelerating monetisation and creating value

for consumers and advertisers.

The enlarged scale of the proposed combination will enable greater focus,

investment and efficiency in areas such as:

* Acceleration and/or creation of products and services which deliver more

value to our users and customers;

* Centralised expertise for data, advertising, product and technology;

* Development of hyper-specialised experiences for consumers, individual and

professional sellers.

Thanks to its scale and footprint, the combined business will be ideally

positioned to participate in the ongoing consolidation of the global online

classifieds industry.

Rolv Erik Ryssdal, CEO of Adevinta, said, "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.

"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.

"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 attractive margins and strong growth potential. Our

close cultural alignment with eBay Classifieds Group will allow us to pursue a

shared vision. We look forward to a smooth integration, welcoming eBay

Classifieds Group employees to the Adevinta family."

Jamie Iannone, CEO of eBay Inc, said, "We are pleased that we reached an

agreement with Adevinta that brings together two great companies. 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."

"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."

"Schibsted's Board of Directors and management strongly support 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.

Synergies

The transaction offers significant synergy potential, with ambition of

approximately US$150-185 million of run-rate EBITDA contribution expected to be

achieved by year three post completion of the transaction. Cost synergies are

expected to represent two thirds of the total amount and will be primarily

derived from product, technology and IT efficiencies, as well as the

deduplication of certain functions across the two organizations. Additional

synergies include opportunities to accelerate transactional service roll-out,

advertising platform efficiencies and further products enhancements. The synergy

realisation is expected to give rise to pre-tax one-time integration costs of c.

US$125 million, to be incurred over the first three years following completion

of the transaction.

Summary Terms of Transaction

Financing Considerations

Adevinta is acquiring eBay Classifieds Group for a headline value of c.US$9.2

billion(7). eBay will receive US$2.5 billion cash(8) and c. 540 million Adevinta

shares. Post transaction, eBay will own a 44% stake in pro forma Adevinta, based

on the number of Adevinta fully diluted shares as of the end of the second

quarter, of which c. 33.3% are voting shares and the remainder are non-voting

shares.

The cash portion of the purchase price will be financed with new debt and cash

on Adevinta's balance sheet. Adevinta has a commitment for a secured bridge term

facility for c. US$3.0 billion euro equivalent. The bridge term facility will be

also used to fully refinance Adevinta's existing debt and cover the financing

and transaction fees. In addition, Adevinta has a commitment for the full

refinancing of its existing EUR400 million revolving credit facility.

It has also been agreed that Schibsted shall acquire eBay Classifieds Group's

Denmark assets for US$330 million on a debt- and cash-free basis, in turn

reducing the cash consideration from Adevinta to approximately US$2.17 billion.

The combined entity is expected to de-lever quickly through a combination of

strong EBITDA growth and high cash conversion.

Governance

At transaction closing, Adevinta will issue to eBay ordinary shares representing

one-third of the total number of issued and outstanding voting shares.

Separately, a class of non-voting shares will be created and issued to eBay,

which will be exchangeable to voting shares on a one-for-one basis so long as

eBay does not hold voting shares in excess of one-third of the total.

Shareholders holding at least 25% of the voting shares in Adevinta (including

eBay and Schibsted) shall be entitled to appoint two directors to the Board of

Adevinta, one representative to the company's nomination committee and one

member of Board committees. Shareholders holding at least 10% of the voting

shares in Adevinta shall be entitled to appoint one director to the Board. The

aggregate number of directors appointed pursuant to the foregoing shall however

not exceed six, and the majority of the Board of Adevinta shall always be

elected by Adevinta's general meeting. On closing of the transaction, the size

of the Board is expected to increase to nine, allowing eBay and Schibsted to

appoint two directors each.

As part of the transaction, eBay and Schibsted shall have certain information

and cooperation entitlements. Further, as part of the transaction, eBay,

Schibsted and Adevinta have agreed to certain regulations on realisation of

shares in Adevinta, including an initial lock-up of three months (except sales

of Non-voting Shares off market) and a subsequent 12-month period with certain

restrictions on sale of shares to competitors, as well as priority and tag-along

rights in connection with realisation of shares.

Conditions and shareholder approval

Closing of the transaction is expected by Q1 2021 and is subject to eBay

Classifieds Group Dutch Works Council approval, regulatory approvals and

customary closing conditions. Certain aspects of the transaction are also

subject to shareholder approval in Adevinta, including issuance of the

consideration shares to eBay, implementation of new governance rights and

election of eBay nominees to the company's board of directors. The company's

board will call for an extraordinary general meeting within the near term.

The transaction agreement includes customary representations, warranties and

obligations, including that Adevinta on certain terms and conditions shall pay a

termination fee equal to 1% of the transaction value to eBay if the transaction

does not close.

In connection with closing of the transaction, Adevinta will publish a listing

prospectus for the listing of the new shares issued to eBay on the Oslo Stock

Exchange.

Advisors to Adevinta, Schibsted and eBay

Citigroup acted as financial advisors to Adevinta. Skadden and BAHR are acting

as corporate legal counsel, and Cleary Gottlieb Steen & Hamilton as antitrust

counsel. Barclays has been lead financial advisor to Schibsted, Arctic

Securities has been advisor to the Schibsted Board of Directors and the company,

and Cleary Gottlieb Steen & Hamilton and Wiersholm have been legal advisors.

Financing is provided by Citigroup, Barclays and DNB.

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.

Adevinta will hold a conference call to present the transaction on 21 July at

09:30 CEST. The webcast will be available on www.adevinta.com/ir

(https://www.globenewswire.com/Tracker?data=3_BNC1a4C7wb3vtO-zO-

60UoE2LcnbYd3RmQqQ9COvc2sRraGLS-

h8YndU8zkoOZPCP0vs6XMhTFoGbiaEqAOnUkxnBLNT35lxp9yuz7vgc=) and on this link:

https://hosting.3sens.com/Adevinta/20200720-34E8454F/en/startup.php.

Participants are invited to ask questions using these dial-in details:

Norway: +47 2350 0296

UK: +44 (0)330 336 9411

USA: +1 323 794 2094

Confirmation code:  520 7163

A recording of the presentation will be available on our website shortly after

the live webcast has ended.

-End-

Media Contacts

Adevinta

Mélodie Laroche

Corporate Communications

+33 (0) 6 84 30 52 76

melodie.laroche@adevinta.com

Marie de Scorbiac

Head of Investor Relations

ir@adevinta.com (mailto:ir@adevinta.com)

John Kiely / Latika Shah / Charles Harrison/ Raeesa King

Edelman Smithfield

+44 (0)7785 275665 / +44 (0)7950 671 948 / +44 (0)788 4136 143/  +44 (0)7885

802774

adevinta@edelman.com (mailto:adevinta@edelman.com)

Schibsted

Atle Lessum

Director, Head of Schibsted Group Communications

+47 415 05 645

atle.lessum@schibsted.com (mailto:atle.lessum@schibsted.com)

Jann-Boje Meinecke

Head of IR

+47 941 00 835

jbm@schibsted.com (mailto:jbm@schibsted.com)

eBay

Joe Billante

ir@ebay.com (mailto:ir@ebay.com)

Trina Somera

press@ebay.com

eBay Classifieds Group

Jasper Teijsse

prclassifieds@ebay.com (mailto:prclassifieds@ebay.com)

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% 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

(https://www.adevinta.com/).

About eBay

eBay Inc. (Nasdaq: EBAY) is a global commerce leader including the Marketplace

and Classifieds platforms. Collectively, 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 (http://www.ebayinc.com)

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.

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(1) Based on IFRS and US GAAP accounting standards for Adevinta and eBay

Classifieds Group, respectively. Adevinta's 2019 financials including JVs,

converted using EUR:USD exchange rate of 1.10. eBay Classifieds Group adjusted

EBITDA

(2) Following completion of the transaction. Over the three-year synergy

implementation period, c.US$125 million of integration costs are expected

(3) Subject to closing adjustments. Inclusive of US$330 million consideration,

on a debt and cash free basis, in relation to eBay Classifieds Group's Denmark

assets, which will be acquired by Schibsted

(4) Excluding eBay Classifieds Group's Denmark assets

(5) 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

(6) Subject to closing adjustments

(7) 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

(8) Subject to closing adjustments