OSLO: Adevinta ASA has entered into a definitive agreement to acquire 100% of eBay Classifieds Group, the global classifieds arm of eBay Inc for a headline value of US$9.2 billion.

Under the terms of the agreement, eBay shall receive US$2.5 billion in cash and 540 million shares of Adevinta, representing a 44% stake in pro forma Adevinta. Adevinta will issue to eBay voting shares representing 33.3% of the total voting rights, and new class of non-voting shares for the remainder of its 44% stake.

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.

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