Mr. Cohen stated that he wants leadership fully focused on GameStop’s operating performance and its proposed eBay acquisition.<\/p>\n
Additional details can be found in a supplement to the Company’s proxy statement filed with the Securities and Exchange Commission. GameStop will release additional materials regarding its proposed acquisition of eBay this week, including a detailed presentation of the strategic rationale and operational plan for the combined company.<\/p>\n
No Offer or Solicitation<\/b><\/p>\n
This communication relates to a business combination involving GameStop and eBay that has been proposed by GameStop (the \u201cProposed Transaction\u201d). This communication is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell, any securities (or the solicitation of any proxy or vote with respect to any matter), nor shall there be any sale or purchase, issuance or other transfer of securities (or the solicitation of any proxy or other vote) with respect to the Proposed Transaction or otherwise in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.<\/p>\n
Certain Information Regarding Participants<\/b><\/p>\n
GameStop and its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the Proposed Transaction, should the Proposed Transaction and any such solicitation occur. Information about the directors and executive officers of GameStop is set forth in GameStop\u2019s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be held July 7, 2026 at 10:00 a.m. CDT, which was filed with the SEC on May 22, 2026 (as supplemented from time to time,\u00a0the \u201c2026 Proxy Statement\u201d), which is available here, including under the headings \u201cProposal 1: Election of Directors\u201d, \u201cDirector Nomination Process\u201d, \u201cThe Director Nominees\u201d, \u201cDirector Nominee Qualifications and Experience\u201d, \u201cBiographies of Director Nominees\u201d, \u201cThe Board of Directors\u201d, \u201cCorporate Governance\u201d, \u201cDirector Compensation\u201d, \u201cExecutive Officers\u201d, \u201cSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\u201d, \u201cCompensation Committee Interlocks and Insider Participation\u201d, \u201cProposal No. 2: Advisory Vote on Executive Compensation\u201d, \u201cCompensation Discussion and Analysis\u201d, \u201cOffer Letters and Severance\/Change in Control Benefits\u201d, \u201cCompensation Committee Report on Executive Compensation\u201d, \u201cExecutive Compensation Tables\u201d, \u201cCEO Pay Ratio\u201d, \u201cPay Versus Performance\u201d, \u201cEquity Grant Practices\u201d, \u201cSecurities Authorized for Issuance Under Equity Compensation Plans\u201d, \u201cAudit Committee Matters\u201d, \u201cCertain Relationships and Related Transactions\u201d, \u201cProposal 4: Approval of CEO Performance Award\u201d, \u201cSummary of the Proposed CEO Performance Award\u201d, \u201cReasons for Approval of the CEO Performance Award\u201d, \u201cMarket Capitalization Hurdles with Cumulative Performance EBITDA Hurdles Create Real Value for Stockholders\u201d, \u201cBackground of the CEO Performance Award\u201d, \u201cKey Terms of the Proposed CEO Performance Award\u201d, \u201cOther Details Regarding the Proposed CEO Performance Award\u201d, \u201cThe Compensation Committee\u2019s Assessment of the CEO Performance Award\u201d, \u201cPractical Implications of the CEO Performance Award\u201d and \u201cAppendix A: CEO Performance Award Agreement\u201d. To the extent holdings of such persons in the Company\u2019s securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in the Company\u2019s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 24, 2026, which is available here.<\/p>\n
As of the date hereof, GameStop directly beneficially owns 4,343,725 shares of common stock of eBay, par value $0.001 per share (the \u201cCommon Stock\u201d), and has further entered into the long-side of a series of American-style put\/call option transactions (the \u201cPut\/Call Pairs\u201d), expiring February 23, 2028, with an unaffiliated financial institution counterparty that provide economic exposure to a further 39,046,658 shares of Common Stock. The Put\/Call Pairs were only settleable in cash until such time as GameStop provided the unaffiliated financial institution counterparty with reasonable evidence that all applicable filings had been made and any applicable waiting periods had expired or approvals had been received, as applicable, under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the \u201cHSR Act Condition\u201d). On June 3, 2026, the HSR Act Condition was satisfied, and as a result, GameStop (in the case of the call portion of the Put\/Call Pairs) and the unaffiliated financial institution counterparty (in the case of the put portion of the Put\/Call Pairs) electing to settle the Put\/Call Pairs now have the option, but not the obligation, to elect for physical settlement of the shares of Common Stock underlying such Put\/Call Pairs in lieu of cash settlement. GameStop does not have voting power or dispositive power with respect to the shares of Common Stock underlying such Put\/Call Pairs unless and until such Put\/Call Pairs are physically settled for Common Stock. On May 3, 2026, GameStop delivered to the board of directors of eBay a non-binding proposal to acquire all of the outstanding Common Stock that it does not already own at a price of $125 per share of Common Stock, to be paid in a combination of cash and GameStop common stock. As a result of the foregoing, GameStop may be deemed to have direct or indirect interests with respect to eBay that are in addition to, or different from, those of other eBay shareholders.<\/p>\n
Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement\/prospectus and\/or other relevant materials to be filed with the SEC in connection with the Proposed Transaction when they become available.<\/p>\n
Disclaimer<\/b><\/p>\n
Any information concerning eBay contained in this communication has been taken from, or based upon, publicly available information. Although GameStop does not have any information that would indicate that any information contained in this communication that has been taken from such documents is inaccurate or incomplete, GameStop does not take any responsibility for the accuracy or completeness of such information. To date, GameStop has not had access to the books and records of eBay.<\/p>\n
Cautionary Statement Regarding Forward-Looking Statements \u2013 Safe Harbor<\/b><\/p>\n
Certain statements in this communication may constitute \u201cforward-looking statements\u201d 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, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as \u201cmay,\u201d \u201cwill,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cshould,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cfuture,\u201d \u201cpotential,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cassume,\u201d \u201cbelieve,\u201d \u201cforecast,\u201d \u201clook,\u201d \u201cbuild,\u201d \u201cfocus,\u201d \u201ccreate,\u201d \u201cwork,\u201d \u201ccontinue\u201d or the negative of such terms or other variations thereof and words and terms of similar substance. Such statements also include, among others, statements with respect to GameStop\u2019s proposed acquisition of eBay, such as statements about whether or not the transaction will occur, expected cost reductions, operational benefits, financing, the timing and structure of the transaction, anticipated benefits of the combination, leadership of the combined company, and similar statements. These forward-looking statements are based on GameStop\u2019s current beliefs, expectations and assumptions and involve significant known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the failure of eBay\u2019s Board of Directors to engage with the proposal; the failure to negotiate or execute a definitive agreement providing for the consummation of a transaction on the terms described or at all; failure to obtain required financing on the expected terms; failure to obtain required regulatory approvals; failure to obtain required shareholder approvals of GameStop and\/or eBay; failure to realize anticipated cost reductions, operational benefits, or operating efficiencies; risks related to integration of the businesses; the impact of the announcement of the proposal on GameStop\u2019s and eBay\u2019s respective businesses, customers, suppliers, and employees; the diversion of management attention; competitive responses; market and economic conditions; and other risks described from time to time in GameStop\u2019s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and subsequent filings. GameStop undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Final terms and conditions of any transaction are subject to negotiation and execution of a definitive agreement providing for the consummation of a transaction.<\/p>\n
<\/p>\n
View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260623835940\/en\/<\/a><\/span><\/p>\n