Adevinta — M&A Activity 2021

Jun 25, 2021

Adevinta ASA (ADE) - Adevinta completes acquisition of eBay Classifieds Group, creating the world's leading online classifieds group

Adevinta ASA (ADE) - Adevinta completes acquisition of eBay Classifieds Group, creating the world's leading online classifieds group

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THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES

DESCRIBED HEREIN.

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

diversified and complementary portfolio of assets and brands

* Adevinta now has #1 market positions in 16 countries

Oslo, 25 June 2021 - Adevinta ASA (ADE) ("Adevinta" or the "Company") today

announces that it has completed its acquisition of eBay Classifieds Group

("eCG"), the classifieds arm of eBay Inc. ("eBay"). 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

transaction was first announced on 21 July 2020.

Adevinta now benefits from a highly diversified portfolio of classifieds

platforms across geographies and verticals, 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 to 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

leading market positions in 16 countries. Adevinta has unparalleled scale in

technology and talent that will allow us to build world-class products to create

value for consumers and advertisers in a rapidly changing environment.

"We are excited to welcome our new colleagues from eCG to Adevinta today. We are

confident our close cultural fit will enable a smooth transition for our

colleagues, customers and other partners. We are also pleased to have eBay as a

strategic shareholder in the Company and are optimistic about the future growth

prospects of the combined business."

Orla Noonan, Chair of the Adevinta Board, commented: "In a sector where consumer

trends and technology are constantly advancing, today's acquisition not only

marks 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 users' and customers' digital experience, which in turn will create

long-term value for all our stakeholders."

The new Adevinta Executive team will continue to be led by current Chief

Executive Officer Rolv Erik Ryssdal, and will comprise of the following team

members:

* Uvashni Raman - Chief Financial Officer

* Brent Mclean - Chief Product & Technology Officer

* Nicki Dexter - Chief People & Communications Officer

* Antoine Jouteau - CEO, Adevinta France

* Malte Krüger - CEO, Mobile.de

* Gianpaolo Santorsola - EVP, European Markets

* Zac Candelario - EVP, International Markets

The transaction creates a company with pro forma 2019 annual revenue of c. EUR

1.6 billion.  Adevinta will begin integrating eCG business operations and

anticipates run-rate cost synergies of EUR 130-165 million 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 of eBay's subsidiaries (i) 342,474,251 ordinary 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, amounts to approximately 44% of the Company's total outstanding

share capital. All shares in the Company in issue prior to completion of the

transaction will be renamed Class A Shares in the Company's updated Articles of

Association effective from completion of the transaction.

Effective from the time the share capital increase pertaining to the

consideration shares to eBay has been registered in the Norwegian Registry of

Business Enterprises, the Company's Articles of Association are amended in

accordance with the amendments approved at the Company's extraordinary general

meeting on 29 October 2020. The amended Articles of Association will be

available on the Company's website at Adevinta.com/articles of association

(https://www.adevinta.com/articles-of-association/).

It is expected that the share capital increase pertaining to the issuance of the

consideration shares will be registered in the Norwegian Register of Business

Enterprises by 28 June 2021. Following completion of the transaction, the total

share capital of the Company will be NOK 244,988,596.20 divided into

1,027,422,753 Class A Shares and 197,520,228 Class B Shares, totaling

1,224,942,981 shares, each with a nominal value of NOK 0.20. The Class A Shares

will represent NOK 205,484,550.60 and the Class B Shares will represent

NOK 39,504,045.60 of the total share capital. Both the Class A Shares and Class

B Shares of the Company will be registered in Euronext VPS. The Class B Shares

will not be listed, but will be exchangeable into Class A Shares on a one-for-

one basis on the terms and conditions set out in the amended Articles of

Association.

Further details on the transaction can also be found in the prospectus dated 23

December 2020, issued by the Company in connection with the listing on the Oslo

Stock Exchange of the new Class A Shares issued in the transaction, which is

available on the Company's website at Adevinta.com/prospectus.

(https://www.adevinta.com/ir/key-share-information/prospectus-and-offer-

documents)

As a result of the transaction, Schibsted's percentage ownership of Class A

Shares will be approximately 39%, equaling approximately 33% of the Company's

total outstanding share capital.

In order to fund the USD 2.5 billion cash consideration to eBay and refinance

existing debt, Adevinta has acceded to the Senior Secured Notes (EUR 1.06

billion) and Term Loan B (EUR 900 million and USD 506 million) raised in Q4

2020. eCG cash on balance sheet at closing and transaction expenses will be

financed with a drawdown of EUR 150 million from the new EUR 450 million

Revolving Credit Facility.

Pursuant to Article 6 of the Company's amended Articles of Association, eBay has

informed the Company that they intend to appoint Marie Oh Huber and Mark

Solomons from eBay to the Adevinta board, and Schibsted has informed the Company

that they intend to appoint Aleksander Rosinski and Kristin Skogen Lund to the

board. Consequently, Kristin Skogen Lund has informed the Company that she has

withdrawn her candidacy as a shareholder elected member to the Adevinta board at

the upcoming annual general meeting on 29 June 2021, and that from the same time

she will continue on the Adevinta board as a board member appointed by Schibsted

pursuant to Article 6 of the amended Articles of Association.

In addition, the sale of eBay Classifieds Group's Denmark businesses to a

subsidiary of Schibsted has also been completed at approximately EUR 278

million, as further described in the prospectus dated 23 December 2020.

Reference is also made to the statement from the Company's Board in this

respect, available on the Company's website at Adevinta.com/news

(https://www.adevinta.com/press-news).

Adevinta completed the sale of Shpock to Russmedia Equity Partners on 2 June

2021, in line with the undertakings proposed to and approved by the UK

Competition and Markets Authority. In addition, Adevinta will pursue and

finalize the sale of Gumtree UK and Motors.co.uk as part of these undertakings

over the course of the second half of 2021. The divestitures will comply with

all applicable social processes and consultations with employee representatives'

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 no more than 33% within 18 months following

closing of the transaction, so as to reduce its indirect economic interest in

Willhaben, and (ii) Adevinta has agreed to prevent the flow of information about

Willhaben to eBay, as well as to restrict eBay's potential influence over the

strategic operations of Willhaben.

-End-

Notes to Editor

Media contacts

Adevinta

Mélodie Laroche

Corporate Communications

+33 (0) 6 84 30 52 76

melodie.laroche@adevinta.com (mailto:melodie.laroche@adevinta.com)

Jasper Teijsse

Senior Director of Global Communications, eCG

T: +31 6 53462977

jteijsse@eclassifiedsgroup.com (mailto:jteijsse@eclassifiedsgroup.com)

Marie de Scorbiac / Anne-Sophie Jugean

Investor Relations

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

John Kiely / Latika Shah / Raeesa Chowdhury-King

Edelman Smithfield

+44 (0)7785 275665 / +44 (0)7950 671 948 / +44 (0)7885 802774

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

(mailto:adevinta@edelman.com)Schibsted

Atle Lessum

Director, Schibsted Group Communications

+47 415 05 645

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

(mailto:atle.lessum@schibsted.com)

Malin Langtvet

Investor Relations Officer

+47 916 86 710

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

(mailto:ir@schibsted.com)

eBay

Joe Billante

ir@ebay.com

(mailto:ir@ebay.com)

Trina Somera

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

About Adevinta

Adevinta is a global online classifieds specialist, operating digital

marketplaces in 16 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 more than 40 digital brands, covering one billion

people and attracting approximately three billion average monthly visits.

Leading brands include top-ranked leboncoin in France, Germany's leading

classifieds sites mobile.de and eBay Kleinanzeigen, Marktplaats in the

Netherlands, Kijiji in Canada, fotocasa and InfoJobs in Spain, and 50% of fast-

growing OLX Brasil. Adevinta spun off from Schibsted ASA and publicly listed in

Oslo, Norway in 2019. Adevinta employs 6,300 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 that connects millions of

buyers and sellers in 190 markets around the world. We exist to enable economic

opportunity for individuals, entrepreneurs, businesses and organizations of all

sizes. 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. In 2020, eBay enabled $100 billion of gross merchandise volume. For

more information about the company and its global portfolio of online brands,

visit www.ebayinc.com (https://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.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act