Sets Distribution Ratio and Record and
Distribution Dates
Separation on Track to be Completed on July 17,
2015
eBay Inc. (NASDAQ: EBAY) today announced that its board of
directors has approved the completion of the previously announced
separation of eBay and PayPal into independent publicly traded
companies. The separation will occur through a pro rata
distribution of all of the stock of eBay’s subsidiary PayPal
Holdings, Inc. to eBay stockholders. The distribution remains
subject to satisfaction of the conditions described in the
preliminary information statement filed with the Form 10,
including, but not limited to, obtaining all necessary regulatory
approvals, including that of the European Central Bank.
In the distribution, eBay Inc. stockholders will receive one
share of PayPal common stock for each share of eBay Inc. common
stock held as of the close of business on July 8, 2015, the record
date for the distribution. Subject to the satisfaction of the
conditions to the distribution, the distribution of PayPal common
stock is expected to occur on July 17, 2015. PayPal will not issue
fractional shares of its common stock in the distribution.
Immediately following the distribution, PayPal will be an
independent, publicly traded company and will be listed on the
NASDAQ Stock Market under the ticker “PYPL.” eBay will continue to
trade on the NASDAQ Stock Market under the ticker “EBAY.”
“eBay and PayPal are two great, special businesses,” said John
Donahoe, President and CEO of eBay Inc. “As separate, independent
companies, eBay, led by Devin Wenig, and PayPal, led by Dan
Schulman, will each have a sharper focus and greater flexibility to
pursue future success in their respective global commerce and
payments markets. I am confident that eBay and PayPal each have the
right leadership team, strategy, structure and operational
discipline to create sustainable, long-term value for stockholders
and deliver great opportunities and experiences for customers
worldwide.”
eBay is a global commerce leader celebrating its 20th
anniversary this September. At any given time, approximately 800
million live listings can be shopped on eBay, which connects 25
million active sellers and 157 million active buyers worldwide.
About 3 out of every 4 items sold on eBay are new, and 80 percent
of merchandise on eBay is sold at fixed price. eBay's revenue in
2014 was $8.8 billion.
As a new independent publicly traded company, PayPal is the
industry leader in digital payments with its open digital payments
platform, and is the most trusted digital wallet brand. In 2014,
PayPal processed $235 billion in payment volume across 165 million
active customer accounts, and handled one billion mobile
transactions. PayPal supports 10 million merchants worldwide.
Revenue in 2014 was $8 billion.
Beginning on or about July 6, 2015, and continuing up to and
through the distribution date, it is expected that there will be
two markets in eBay common stock. Shares that trade in the
“regular-way” market will be entitled to shares of PayPal common
stock distributed pursuant to the distribution; shares that trade
in the “ex-distribution” market will trade without an entitlement
to shares of PayPal common stock distributed pursuant to the
distribution. Shares of eBay in the “ex-distribution” market will
trade under the symbol EBAY.wi.
PayPal anticipates that “when-issued” trading will begin on or
about July 6, 2015, and will continue up to and through the
distribution date. Shares of PayPal in the “when-issued” market
will trade under the symbol PYPL.wi. “Regular-way” trading in
PayPal’s common stock is expected to begin on July 20, 2015, the
first trading day following the completion of the separation
(although this date may change if certain conditions are not
satisfied by that date, as described in PayPal’s preliminary
information statement filed with the Form 10).
eBay stockholders who hold common stock on the record date and
decide to sell any of their common stock before the distribution
date should consult with their stockbroker, bank or other nominee
to understand whether the shares of eBay common stock will be sold
with or without the entitlement to PayPal common stock pursuant to
the distribution.
No action is required by eBay’s stockholders in order to receive
shares of PayPal common stock in the distribution. eBay expects to
mail the information statement to all stockholders entitled to
receive the distribution of shares of PayPal common stock. The
information statement is an exhibit to PayPal’s Registration
Statement on Form 10 that describes PayPal, including the risks of
owning PayPal common stock, and other details regarding the
separation. The distribution of PayPal common stock is subject to
the conditions described in the information statement, including,
but not limited to, obtaining all necessary regulatory approvals,
including that of the European Central Bank.
Goldman, Sachs & Co. and Allen & Company LLC are serving
as financial advisors and Wachtell, Lipton, Rosen and Katz is
serving as legal counsel in connection with the separation and
distribution.
Forward-Looking Statements
This press release contains forward-looking statements relating
to, among other things, the planned separation of eBay and PayPal
and distribution of the common stock of PayPal Holdings, Inc.
(“PayPal”) to the eBay stockholders and the future performance of
eBay, PayPal and their respective subsidiaries that are based on
the company’s current expectations, forecasts and assumptions and
involve risks and uncertainties. These statements include, but are
not limited to, the completion and timing of any such separation
and distribution, including the satisfaction of the conditions to
the distribution, the receipt of all required regulatory approvals,
including, but not limited to, obtaining all necessary regulatory
approvals, including that of the European Central Bank, the future
performance of eBay and PayPal on a standalone business if the
separation is completed, and the future growth of mobile payments
and mobile commerce. Actual results could differ materially from
those predicted or implied and reported results should not be
considered as an indication of future performance. There is no
assurance as to the timing of the separation and distribution or
whether it will be completed. Other factors that could cause or
contribute to such differences include, but are not limited to:
whether the operational, marketing and strategic benefits of the
separation can be achieved; whether the costs and expenses of the
separation can be controlled within expectations; changes in
political, business and economic conditions, any European, Asian or
general economic downturn or crisis and any conditions that affect
ecommerce growth; fluctuations in foreign currency exchange rates;
the company's need to successfully react to the increasing
importance of mobile payments and mobile commerce and the
increasing social aspect of commerce; the company's ability to deal
with the increasingly competitive ecommerce environment, including
competition for its sellers from other trading sites and other
means of selling, and competition for its buyers from other
merchants, online and offline; changes to the company's capital
allocation or management of operating cash; the company's need to
manage an increasingly large enterprise with a broad range of
businesses of varying degrees of maturity and in many different
geographies; the effect of management changes and business
initiatives; the company's need and ability to manage other
regulatory, tax and litigation risks as its services are offered in
more jurisdictions and applicable laws become more restrictive; any
changes the company may make to its product offerings; the
competitive, regulatory, payment card association-related and other
risks specific to PayPal and PayPal Credit, especially as PayPal
continues to expand geographically and introduce new products and
as new laws and regulations related to financial services companies
come into effect; the company's ability to timely upgrade and
develop its technology systems, infrastructure and customer service
capabilities at reasonable cost; the company's ability to maintain
site stability and performance on all of its sites while adding new
products and features in a timely fashion; and the company's
ability to profitably integrate, manage and grow businesses that
have been acquired or may be acquired in the future. The
forward-looking statements in this release do not include the
potential impact of any acquisitions or divestitures that may be
announced and/or completed after the date hereof.
More information about factors that could affect our operating
results is included under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in eBay Inc.’s most recent annual report on
Form 10-K and subsequent quarterly reports on Form 10-Q and the
information statement attached as Exhibit 99.1 to PayPal’s
registration statement on Form 10 and amendments thereto, copies of
which may be obtained by visiting the eBay Inc. Investor Relations
website at http://investor.ebayinc.com or the SEC’s website at
www.sec.gov. All information in this communication is as of the
date hereof. Undue reliance should not be placed on the
forward-looking statements in this communication, which are based
on information available to the company and PayPal on the date
hereof. The company and PayPal assume no obligation to update such
statements, except as required by law.
About eBay Inc.
eBay Inc. (NASDAQ: EBAY) is a global commerce and payments
leader, providing a robust platform where merchants of all sizes
can compete and win. Founded in 1995 in San Jose, Calif., eBay Inc.
connects millions of buyers and sellers and enabled $255 billion of
commerce volume in 2014. We do so through eBay, one of the world's
largest online marketplaces, which allows users to buy and sell in
nearly every country on earth; through PayPal, which enables
individuals and businesses to securely, easily and quickly send and
receive digital payments; and through eBay Enterprise, which
enables omnichannel commerce, multichannel retailing and digital
marketing for global enterprises in the U.S. and internationally.
We also reach millions through specialized marketplaces such as
StubHub, the world's largest ticket marketplace, and eBay
classifieds sites, which together have a presence in more than
1,000 cities around the world. For more information about the
company and its global portfolio of online brands, visit
www.ebayinc.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20150626005767/en/
eBayAbby Smith, 408-839-6028abismith@ebay.com
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