BAHR acting for Adevinta on USD 9.2 billion M&A deal
From Adevinta’s homepage
Under the terms of the agreement, eBay shall receive USD 2.5 billion in cash and approx. 540 million shares of Adevinta, representing a 44% stake in 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. As a result of the transaction, Adevinta’s current largest shareholder Schibsted’s ownership will decrease from 59% to approx. 33%. The cash portion of the purchase price will be financed with new debt and cash on Adevinta’s balance sheet. Adevinta has secured a commitment for a secured bridge term facility for USD 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 EUR 400 million revolving credit facility.
As part of the transaction, it has also been agreed that Schibsted shall acquire eBay Classifieds Group’s Denmark assets for USD 330 million, reducing the cash consideration from Adevinta to approximately USD 2.17 billion.
New governance terms will be implemented in Adevinta upon closing of the transaction, whereby 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 majority of the Board of Adevinta shall always be elected by Adevinta’s general meeting. Further, as part of the transaction, eBay and Schibsted shall have certain information and cooperation entitlements. eBay, Schibsted and Adevinta have also 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.
Closing of the transaction is expected by Q1 2021 and is subject to shareholder approval in Adevinta, regulatory approvals and customary closing conditions. 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.
Links to press releases from Adevinta and Schibsted: