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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

     

 

FORM 8-K

     

 

CURRENT REPORT Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 14, 2021

     

 

eBay Inc.

(Exact name of registrant as specified in its charter) 

     
     
Delaware 001-37713 77-0430924
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

2025 Hamilton Avenue

San Jose, California 95125
(Address of principal executive offices)

 

(408) 376-7008
(Registrant’s telephone number)

     

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class   Trading symbol(s)   Name of exchange on which registered
Common stock  

EBAY

 

The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 

 

   

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 14, 2021, eBay Inc. (“eBay”) and eBay International Management B.V., a wholly owned subsidiary of eBay (“Seller”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Astinlux Finco S.à r.l., a limited liability company (Société à responsabilité limitée) organised under the laws of Luxembourg (“Purchaser”). Pursuant to the terms of the Purchase Agreement, Purchaser will acquire 124,944,185 Class A shares of Adevinta ASA (“Adevinta”) currently held by Seller for approximately €1.9 billion (the “Transaction”). Purchaser has an option, exercisable within 30 days after the date of the Purchase Agreement, to increase its aggregate purchase amount to 134,743,728 Class A shares for an aggregate purchase price of approximately €2.05 billion. Adevinta is listed on the Oslo Stock Exchange.

The Purchase Agreement contains customary representations, warranties and covenants, which are subject to certain qualifications and limitations.

The Transaction is expected to close in the fourth quarter of 2021, subject to the receipt of required regulatory approvals.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. 

 

Item 7.01. Regulation FD Disclosure.

 

On July 14, 2021, eBay issued a press release announcing the entry into the Share Purchase Agreement. A copy of the press release, which is attached to this Current Report on Form 8-K as Exhibit 99.1, is hereby furnished pursuant to this Item 7.01.

The information in this Item 7.01 and Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. 

 

Cautions Regarding Forward Looking Statements

 

Certain statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will” and other similar words or expressions. Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. The forward-looking statements in this document address a variety of subjects including, for example, the closing of the Transaction. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that regulatory and other approvals and conditions to the Transaction are not received or satisfied on a timely basis or at all; changes in the anticipated timing for closing the Transaction; and other events that could adversely impact the completion of the Transaction, including the ongoing COVID-19 pandemic and other industry or economic conditions outside of our control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the Securities and Exchange Commission (“SEC”), including its annual report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

 

   

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

The following materials are attached as exhibits to this Current Report on Form 8-K:

 

Exhibit Number   Description
     
2.1   Share Purchase Agreement, dated as of July 14, 2021, by and among eBay Inc., eBay International Management B.V. and Astinlux Finco S.à r.l.
99.1   Press Release, dated as of July 14, 2021.
104   The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

 

 

   

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

       
  eBay Inc.  
  (Registrant)  
       
       
Date: July 14, 2021  /s/ Marc D. Rome  
  Name: Marc D. Rome  
  Title: Vice President & Deputy General Counsel,
Corporate & Assistant Secretary