GSI Commerce Announces Public Offering of Common Stock
KING OF PRUSSIA, Pa., Aug. 7, 2009 – GSI Commerce Inc. (Nasdaq: GSIC) today announced a registered public offering of 1,811,150 shares of common stock to be sold by the company and 8,188,850 shares of common stock to be sold by selling stockholders, including SOFTBANK Capital Partners and its affiliates, subject to market and other conditions. In addition, the company has granted the underwriters of the offering an overallotment option to purchase up to an additional 1,500,000 shares of common stock.
The company intends to use the proceeds of the offering for working capital and general corporate purposes, including possible acquisitions. The company will not receive any proceeds from the sale of the shares by the selling stockholders. The public offering price has not yet been determined.
BofA Merrill Lynch and UBS Investment Bank are the joint book-running managers for the offering. Acting as co-managers are Morgan Stanley, Janney Montgomery Scott and Thomas Weisel Partners LLC.
The offering will be made only by means of the prospectus contained in the registration statement filed with the Securities and Exchange Commission. You may obtain a copy of the prospectus relating to the offering by contacting BofA Merrill Lynch, 4 World Financial Center, New York, New York, 10080, Attn: Prospectus Department, or UBS Investment Bank, 299 Park Avenue, New York, New York, 10171, Attn: Prospectus Department.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About GSI Commerce
GSI Commerce® (www.gsicommerce.com) is a leading provider of services that enable e-commerce, multichannel retailing and interactive marketing for large, business-to-consumer (b2c) enterprises in the U.S. and internationally. We deliver customized e-commerce solutions through an e-commerce platform, which is comprised of technology, fulfillment and customer care. We offer each of the platform’s components on a modular basis, or as part of an integrated, end-to-end solution. We also offer a full suite of interactive marketing services through two divisions, gsi interactivesm and e-Dialog (www.e-Dialog.com).
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements made in this release, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “opportunity,” “continue,” “project,” “forecast,” “confident,” “prospects,” “schedule” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business of GSI Commerce. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements. Factors which may affect GSI Commerce’s business, financial condition and operating results include the effects of changes in the economy, consumer spending, the financial markets and the industries in which GSI Commerce and its clients operate, changes affecting the Internet and e-commerce, the ability of GSI Commerce to develop and maintain relationships with strategic partners and suppliers and the timing of its establishment, extension or termination of its relationships with clients, the ability of GSI Commerce to timely and successfully develop, maintain and protect its technology, confidential and proprietary information, and product and service offerings and execute operationally, the ability of GSI Commerce to attract and retain qualified personnel, and the ability of GSI Commerce to successfully integrate its acquisitions of other businesses and the performance of acquired businesses. More information about potential factors that could affect GSI Commerce can be found in its most recent Form 10-K, Form 10-Q and other reports and statements filed by GSI Commerce with the SEC. GSI Commerce expressly disclaims any intent or obligation to update these forward-looking statements.
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Contact:
Greg Ryan
Dir. Corporate Communication
GSI Commerce, Inc.
e-mail: ryang@gsicommerce.com
phone: 610-491-7294
