GSI Commerce to Offer International E-Commerce Solution Agreement with Aspherio will Enable GSI Commerce Partners to Operate Internationally
KING OF PRUSSIA, Pa., May 25, 2005 – GSI Commerce Inc. (Nasdaq: GSIC) today announced it has entered into a definitive agreement pursuant to which it has acquired control of privately-held Aspherio, S.L., a Barcelona, Spain-based provider of outsourced e-commerce solutions (http://www.aspherio.com). GSI Commerce expects to begin working strategically with Aspherio to offer its international e-commerce capabilities to GSI Commerce’s existing partners and prospects. Aspherio provides international outsourced e-commerce solutions for partners that include Hewlett-Packard and Logitech.
Under the terms of the agreement, GSI Commerce also has the right to acquire, and the shareholders of Aspherio have the right to sell to GSI Commerce, all of the outstanding shares of Aspherio. If consummated, the purchase price for the acquisition of control and for the acquisition of the shares of Aspherio would be approximately $4.0 million plus an earn-out based on the performance of the Aspherio business. Of the $4.0 million, $2.7 million would be paid in cash and $1.3 million would be paid in cash or GSI common stock, at GSI Commerce’s election. The acquisition of Aspherio’s shares, which is subject to certain conditions, is expected to close in late 2005 or early 2006. GSI Commerce does not expect that the acquisition would have a material impact on its financial results for fiscal year 2005 or 2006. Other terms of the transaction were not disclosed.
The Aspherio platform currently operates online stores in 15 countries and in 9 languages. The platform is fully integrated and compliant with major European currencies, payments systems and taxation requirements. Aspherio provides logistics and customer care through integrating its core technology platform with a network of third-party providers and by connecting directly into the infrastructure of its partners.
“GSI Commerce serves an increasing number of multinational companies and international e-commerce is growing at a rapid pace and becoming a strategic priority for our partners,” said Michael Rubin, chairman and chief executive officer of GSI Commerce. “It is a logical extension for GSI Commerce to offer its multinational partners the opportunity to extend their e-commerce operations internationally. At the same time, we recognize there are significant differences between the North American and international markets. We are very excited to have found a partner in Aspherio that shares our passion and vision for outsourced e-commerce and has meaningful international operating experience. Through this strategic initiative we add an important capability to our platform, while at the same time remain on track to achieve our financial targets. Longer term, we believe the international markets represent a significant growth opportunity for GSI Commerce.”
“We are excited to join GSI Commerce,” said Enda-Gerard Breslin, chief executive officer of Aspherio. “They have truly established themselves as a leading outsourced e-commerce provider in the United States, and we believe that together we can achieve a comparable level of success in international markets. Like GSI Commerce, the Aspherio platform offers a rich online shopping experience and a significant amount of flexibility while offering partners the ability to maintain a high degree of control over their e-commerce operation.”
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 three components: core technology, supporting infrastructure and partner services. We either operate, or will operate pursuant to signed agreements, all or portions of the e-commerce businesses for approximately 50 partners.
About Aspherio
Aspherio, founded in 2002, is a privately-held and profitable company specializing in fully-managed, e-commerce services catering to companies seeking to reach new markets in Europe. The company is located in Barcelona, Spain, an emerging European media capital. Aspherio has approximately 22 employees who have significant experience working in Europe and on international e-commerce projects. Aspherio takes great pride in its knowledge of the European landscape and its track record in helping companies grow their e-commerce businesses in new European markets.
Forward-Looking Statements
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,” “continue,” “project,” “forecast,” “confident,” “prospects,” 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 and the industries and markets in which GSI Commerce and its partners operate. 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, the impact of FAS 123R, 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 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, except as otherwise specifically stated by GSI Commerce.
Contact:
Michael Conn
Senior Vice President, Corp. Development
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Greg Ryan
Director, Corp. Communications
tel: 610-491-7294
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