GSI Commerce to Acquire U.K.-based Zendor.com
Establishes GSI as End-to-End E-Commerce Solution Provider Serving Europe
KING OF PRUSSIA, Pa., and BARCELONA, Spain, Nov. 30, 2007 – Leading e-commerce solutions provider GSI Commerce Inc. (Nasdaq: GSIC) today announced it has signed a definitive agreement to acquire Zendor.com Ltd., a Manchester, U.K.-based leading provider of fulfillment, customer care and e-commerce solutions. The acquisition establishes GSI as an end-to-end e-commerce solution provider capable of delivering integrated, multichannel e-commerce solutions to both U.K. and global retailers and brands.
“The acquisition of Zendor provides GSI with the opportunity to integrate Zendor’s leading fulfillment and customer care capabilities with GSI’s proven e-commerce technology solution,” said Steven C. Davis, president and managing director of GSI Commerce Solutions International S.L. “We are excited to offer U.K. and global retailers and brands comprehensive, end-to-end e-commerce solutions that have demonstrated success for our partners in the United States. This acquisition not only allows us to provide an end-to-end solution for the U.K.’s online market, but it also serves as the model which we will use to empower retailers and brands in establishing and building their e-commerce businesses across Europe.”
In addition to acquiring Zendor’s core operating components, GSI gains Zendor’s e-commerce expertise, local sales and marketing experience and welcomes its five notable U.K. retailers in the toys and baby, home and apparel categories. With the acquisition, GSI grows its global e-commerce partner base to approximately 85. GSI will acquire Zendor.com for approximately $7.9 million in cash.
“We are delighted to become part of GSI’s international growth story and proud to play such an integral role in the company’s end-to-end e-commerce solution here in the U.K.,” said Nick Allen, CEO of Zendor. “Adding GSI’s leading technology to Zendor’s multichannel expertise and fulfillment and customer care infrastructure will provide a fully integrated solution to U.K. retailers and brands. As part of GSI, Zendor can now support U.K. retailers and brands in extending their e-commerce businesses in the U.S. and Europe.”
The acquisition, which has been approved by the boards of directors of both companies, is expected to close within 10 to 14 days. Following the close, Zendor will be known as Zendor GSI Commerce and will maintain its offices in Manchester, England and report to GSI’s international headquarters in Barcelona, Spain.
Zendor, established in 1999, is a subsidiary of N Brown Group plc and provides both modular and end-to-end e-commerce solutions that include fulfillment and customer care. Zendor operates two fulfillment centers with approximately 245,000 square feet of space and a 50-seat customer care center. The company employs approximately 100 employees.
According to IDC, a global provider of market intelligence, business-to-consumer e-commerce was 26 percent larger in Europe than in the United States in 2006. “That’s a great growth opportunity for retailers, brands and GSI,” said Davis. “In fact, Europe is set to grow at a compounded annual growth rate of 23 percent through 2010 compared to 12 percent for the U.S.” The U.K., in particular, leads with even higher per capital online retail spending than the U.S. ($2,171 vs. $1,831).
About GSI Commerce
GSI Commerce® is a leading provider of e-commerce solutions that enable retailers, branded manufacturers, entertainment companies and professional sports organizations to operate e-commerce businesses. We provide solutions for our partners through our integrated e-commerce platform, which is comprised of four components: technology, customer care, fulfillment and marketing services. We provide e-commerce solutions for approximately 85 partners. The company has trailing 12-month net revenues of $672 million.
About Zendor.com
Zendor.com is a leading provider of total distance shopping solutions in the U.K. The company provides fulfillment, customer care, marketing and e-commerce solutions to retailers, Web-only merchants, brand manufacturers and home shopping organizations. Building on 140 years experience of distance shopping, inherited from our parent company, N Brown Group plc, Zendor.com is unique in offering distance shopping solutions on both a modular and end-to-end basis. Our approach allows companies to pick the skills and services they require, from implementing an integrated fulfillment system to management of an online customer database, to the complete roll-out of a multichannel proposition.
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. Specifically, statements regarding the expected timing of the closing of the acquisition, the ability of GSI and Zendor.com to close the acquisition, the expected benefits of the acquisition, the expected performance and features of Zendor.com products services and any GSI Commerce and Zendor.com combined products and services, the expected integration-related operating and capital expenditures, and the expected impact of the acquisition on GSI’s financial results are forward-looking statements. In addition, 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 risk that the planned acquisition may not close on the term agreed upon or at all, risks related to the acquisition, including unanticipated liabilities and expenses, the effects of changes in the economy, consumer spending, the financial markets and the industries in which GSI Commerce and its partners 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 strategic partners, 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, the ability of GSI Commerce to successfully integrate its acquisitions of other businesses, if any, 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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