GameStop Proposes to Acquire eBay at $125.00 Per Share

GameStop Corp. submitted a proposal that is not binding to acquire 100 percent of eBay Inc. at 125.00 dollars per share in cash and stock. The offer represents a 46 percent premium to eBay's unaffected closing price on February 4, 2026. GameStop has built a 5 percent economic stake in eBay through derivatives and beneficial ownership of common stock. GameStop is filing a Schedule 13D and HSR notification tomorrow. The proposed offer is 50 percent cash and 50 percent GameStop common stock with full shareholder election rights as to consideration type and pro rata allocation. Aggregate undiluted equity value is approximately 55.5 billion dollars based on eBay's most recently disclosed undiluted share count. This is a 27 percent premium to the 30 day VWAP and a 36 percent premium to the 90 day VWAP. The transaction is conditioned on customary closing conditions. Cash consideration is expected to be funded from GameStop's cash and liquid investments totaling approximately 9.4 billion dollars as of January 31, 2026 and third party acquisition financing supported GameStop will deliver 2 billion dollars of annualized cost reductions within twelve months of closing with approximately 1.2 billion dollars from Sales and Marketing, 300 million dollars from Product Development, and 500 million dollars from General and Administrative. On cost reductions alone eBay's diluted GAAP earnings per share from continuing operations would increase from 4.26 dollars to 7.79 dollars in year one. eBay spent 2.4 billion dollars on Sales and Marketing in fiscal 2025 while adding only one million net active buyers. GameStop's approximately 1,600 US retail locations would provide eBay a national network for authentication, intake, fulfillment, and live commerce. Following close Ryan Cohen will serve as chief executive officer of the combined company. Cohen has led GameStop since January 2021 and oversaw its move from a 381 million dollar net loss in fiscal 2021 to 418 million dollars of net income in fiscal 2025 while reducing SG and A Cohen owns approximately 9 percent of GameStop and receives no salary, no cash bonuses, and no golden parachute. Compensation will be based solely on performance of the combined company.