Adevinta ASA (OB:ADE) signed a definitive agreement to acquire eBay Classifieds Group from eBay Inc. (NasdaqGS:EBAY) for $9.2 billion on July 20, 2020. Pursuant to the terms of agreement, eBay Inc. will receive $2.5 billion of cash, subject to certain adjustments and approximately 540 million shares of Adevinta at closing, consisting of 342 million ordinary shares and 198 million shares of a newly created class of nonvoting shares, representing a 44% for stake in pro forma Adevinta and approximately 33.3% of Adevinta's outstanding ordinary shares, based on the number of Adevinta's outstanding shares as of the end of the second quarter of 2020. Schibsted ASA (OB:SCHA), parent of Adevinta ASA will acquire eBay Classifieds Group's Denmark assets for $330 million, reducing cash consideration from Adevinta to approximately $2.17 billion. 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 approximately $3 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 €400 million ($457.7 million) revolving credit facility. As announced on October 19, 2020, Adevinta ASA expect to enter into the Senior Credit Facilities Agreement providing for Term Facility in an aggregate principal amount of $1059.23, Term Facility in an aggregate principal amount of $500 million and (c) the Revolving Facility in an aggregate principal amount of up to $529.62 million (equivalent), which in each case will be secured by first-ranking security granted on an equal and ratable first-priority basis over the Shared Collateral; and aggregate $1,060.3 million aggregate principal amount of the Notes in order to fund the acquisition. Financing is provided by Citigroup, Barclays and DNB. In the event of termination, Adevinta on certain terms and conditions shall pay a termination fee equal to 1% of the transaction value ($92 million) to eBay if the transaction does not close. Alexandre Collinet appointed as Integration Director to oversee Adevinta's integration with eBay Classifieds Group.

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.

The transaction is subject to customary closing conditions, including shareholder approval of Adevinta, regulatory approval, shareholder approval, approval by competition authorities, listing on the Oslo Stock Exchange of the Adevinta ordinary shares to be issued to eBay and approval from eBay Classifieds Group Dutch Works Council. Issuance of consideration shares, implementation of new governance rights and election of eBay nominees to Adevinta's Board of Directors. As of June 2, 2021, the transaction is subject to regulatory approval in Austria. As of June 18, 2021, the Austrian Federal Competition Authorities approval was received and marks a significant milestone, as all regulatory approvals required for closing of the transaction have now been received. Adevinta Board of Directors unanimously supports the transaction. Board of Directors of eBay Inc. and Adevinta ASA approved the acquisition. Adevinta's shareholders, Schibsted, Blommenholm Industrier, and Stiftelsen Tinius have agreed to vote in favor of the transaction. The extraordinary meeting will be held on October 29, 2020 for the approval of Advinta's shareholders. The transaction was approved by Bundeskartellamt on November 24, 2020. As of December 2, 2020, Competition and Markets Authority has decided to investigate this transaction and invited comments for phase 1 investigation till December 16, 2020. As of December 17, 2020, Competition and Markets Authority has decided to investigate this transaction and invited comments for phase 1 investigation till February 16, 2021. As of February 16, 2021 Competition and Markets Authority has found that purchase of eBay Classifieds Group could lead to higher prices and less choice for consumers. Following its Phase 1 investigation, the CMA is concerned the merger could lead to a loss of competition. CMA has 5 working days to consider whether to accept the offer instead of referring the deal to an in-depth investigation. As of February 23, 2021, Adevinta ASA and eBay Inc. offered undertakings to the CMA, which involve divesting Adevinta's Shpock and eBay's UK Gumtree business (including Motors.co.uk). As of March 2, 2021, announced that it considers that there are reasonable grounds for believing that the undertakings offered, or a modified version of them, might be accepted by the CMA to remedy the substantial lessening of competition identified by the CMA. As of March 2, 2021, The CMA has to decide whether to accept the undertakings until April 29, 2021, with the possibility to extend this timeframe to June 28, 2021 if it considers there are special reasons. As of June 2, 2021, The U.K. Competition and Markets Authority has accepted undertakings offered by eBay Inc. and Adevinta ASA to address its competition concerns, and therefore won't refer the companies' deal for a further phase-two review. Consequently, the CMA has approved Adevinta's acquisition of eBay Classifieds Group ('eCG') in accordance with the terms of those undertakings, which comprise the divestment of each company's primary classifieds operations in the UK: Shpock (in the case of Adevinta) and Gumtree UK and Motors.co.uk (in the case of eCG). The transaction is expected to close by first quarter of 2021. As of April 6, 2021, the transaction is expected to close by June 30, 2021. As of May 5, 2021, the transaction is expected to close in Q2 of 2021, subject to regulatory approvals. As of June 18, 2021, the transaction is expected to close on or about June 25, 2021.

Wilhelm Schulz and Yishai Fransis of Citigroup acted as financial advisor while Scott V. Simpson, Lorenzo Corte, Denis Klimentchenko, Pete Coulton and David Rievman of Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Robin Bakken and Lars Knem Christie of BAHR acted as legal advisors and Francisco Enrique González-Díaz, Wanjie Lin, Anita Magraner and Jan Przerwa of Cleary Gottlieb Steen & Hamilton acted as antitrust advisor for Adevinta. Daniel Ross, Richard Casavechia and Tom Erlich of Barclays acted as financial advisor and Arctic Securities acted as financial advisors, Benet O'Reilly, Nallini Puri, Pierre-Marie Boury, Charles Allen, Luca Bernini and Blaise Ross of Cleary Gottlieb Steen & Hamilton and Sverre Sandvik of Wiersholm acted as legal advisors to Schibsted. Kim-Thu Posnett, Brian Dong and Sam Britton of Goldman Sachs and Antal Runneboom of LionTree acted as financial advisors, Karessa L. Cain and Raaj S. Narayan of Wachtell, Lipton, Rosen & Katz and Hans Cappelen Arnesen and Ylva B. Gjesdahl Petersen of Thommessen AS and Paul Kronheim and Reinier Kleipoolof De Brauw Blackstone Westbroek N.V. acted as legal advisors and Quinn Emanuel Urquhart & Sullivan acted as antitrust advisor for eBay Inc. Stibbe N.V. acted as legal advisor to Adevinta ASA. George Karafotias of Shearman & Sterling LLP acted as legal advisor to Citigroup. Ernst & Young AS served as due diligence provider to Adevinta ASA.

Adevinta ASA (OB:ADE) completed the acquisition of eBay Classifieds Group from eBay Inc. (NasdaqGS:EBAY) on June 25, 2021.