Why eBay Wants to Buy GSI Commerce

eBay wants to provide the plumbing for mobile payments.

Auction giant eBay said today that it will buy GSI Commerce, a King of Prussia, Pa.-basedprovider of e-commerce and marketing services for a whopping $2.4 billion in cash and debt. The deal is part of eBays continued makeover from an auctions-oriented company to an ecommerce platform.

Here is the deal breakdown

eBay is paying $29.25 a share for GSI, a 51 percent premium over GSI closing price on March 25, 2011.
There is a 40-day shop clause with eBay having the option to match any superior offer.
eBay expects the transaction to be neutral in 2011 and accretive in 2012.
eBay will divest 100 percent of GSIs licensed sports merchandise business and 70 percent of ShopRunner and Rue La La. These assets will be sold to a newly formed holding company, which will be led by GSI founder and CEO Michael Rubin.
As part of the divestiture, eBay will loan the holding company $467 million and retain a 30 percent stake in Rue La La and ShopRunner. In addition, Rubin will invest additional cash of $31 million in the holding company.

This is a great outcome for GSI Commerce, which has been trying to jump-start its businesses by investing in new categories. From reports, the Rue La La integration wasnt going too well, and the company also had the challenge of integrating sports merchandise company Fanatics, which it bought for $277 million.

From a strategic standpoint, this is absolutely the kind of move eBay should be making. Of course, we all know that there is bi! g gap in strategic thinking and market reality. Nevertheless, the company doesnt have much choice in order to move forward its original premise of being an auction-oriented company has been diluted over past decade and that business isnt as big of a money maker as providing platform-services to large companies such as Adidas, which is a GSI client.

Big growth for eBay has come from being the provider of platform level services for e-commerce. According to Forrester, U.S. e-commerce spending will reach $279 billion by 2015 versus $176 billion in 2010. PayPal, for instance has turned out to be huge winner for eBay, and is expected to see its revenues double by 2013. With GSI, eBay gets a platform that services some of the largest (and most well known) brands and it also helps extend the reach of PayPal.

While many have been suggesting that eBay should buy someone like a Groupon, the fact remains that eBays future now lies in becoming the plumbing for the Internet commerce. With an investment in the spinout headed up by GSI Commerces Rubin, eBay also has one leg in the flash-sales business that may be the next big online e-commerce opportunity.

As our digital behavior is unshackled from the confines of a personal computer and shifts instead to mobile devices, new commerce opportunities are emerging. I am of the belief that the mobile commerce whether it is payments or providing pricing information is going to be one of the big winners of our shift to anywhere computing. What eBay can do is help big brands provide payment, mobile and e-commerce infrastructure services, and in that process make money for its shareholders.

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