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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:
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.
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.
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.
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.
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
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