Filed by eBay Inc. Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: PayPal, Inc.
Commission File No: 000-49603
This filing relates to a proposed merger between eBay Inc. (the "Company") and
PayPal, Inc. ("PayPal") pursuant to the terms of an Agreement and Plan of
Merger, dated as of July 7, 2002, among PayPal, the Company and Vaquita
Acquisition Corp.
On July 8, 2002, the Company issued the following press release regarding
the proposed merger described above:
Contact: Kevin Pursglove, eBay, 408-376-7458, kevinp@ebay.com
Vince Sollitto, PayPal, 888-337-3533, vsollitto@paypal.com
EBAY TO ACQUIRE PAYPAL
-- SHARED MISSION WILL EXPAND PLATFORMS AND BENEFIT CONSUMERS --
-- EBAY ANNOUNCES RESULTS FOR SECOND QUARTER 2002 --
San Jose and Mountain View, CA, July 8, 2002 - In a move that will help millions
of Internet users buy and sell online, eBay Inc. (Nasdaq: EBAY; www.ebay.com),
the world's online marketplace, today announced that it has agreed to acquire
PayPal, Inc. (Nasdaq: PYPL; www.paypal.com), the global payments platform. The
acquisition, which is subject to various stockholder, government and regulatory
approvals, is expected to close around year-end 2002.
A natural extension of eBay's trading platform, the acquisition supports the
company's mission to create an efficient global online marketplace. Payment is a
vital function in trading on eBay and integrating PayPal's functionality into
the eBay platform will fundamentally strengthen the user experience and allow
buyers and sellers to trade with greater ease, speed and safety.
The agreement also should benefit eBay shareholders. The combination of the two
networks should expand both platforms while minimizing shared operational costs.
Strengthening the marketplace and realizing the efficiencies made possible by
the acquisition will increase the value of both businesses.
eBay will acquire all of the outstanding shares of PayPal in a tax-free,
stock-for-stock transaction using a fixed exchange ratio of 0.39 eBay shares for
each PayPal share. Based on eBay's stock price on July 5, 2002, the acquisition
is valued at $1.5 billion. According to preliminary estimates, the recognized
purchase price is also expected to include approximately $18 million for
acquisition-related costs. The calculation of the final purchase price may vary
significantly from these estimates, and will depend upon a
number of factors, including the length of time necessary to close the
transaction, and the value of eBay stock at closing.
The transaction is expected to be immediately accretive to eBay's pro-forma
earnings per share. On a GAAP basis the company will initially incur incremental
charges for stock-based compensation and amortization of intangible assets of
approximately $4 million and $9 million per quarter, respectively. Accordingly,
eBay expects the transaction to be dilutive on a GAAP reported basis.
"eBay and PayPal have complementary missions. We both empower people to buy and
sell online," said Meg Whitman, President and CEO of eBay. "Together we can
improve the user experience and make online trading more compelling. We can also
capture greater value from the e-commerce opportunities occurring both on and
off our site."
"eBay and PayPal have built vibrant user networks on the Internet," said Peter
Thiel, Founder and CEO of PayPal. "The beauty of this deal is that it will allow
us to offer our communities new tools and added flexibility to do more business.
Integrating our services is a win-win situation for millions of current and
future online consumers."
PayPal, which will continue to operate as an independent brand, is a leading
online payments solution. Approximately 60% of PayPal's business takes place on
eBay, making it the most preferred electronic payment method among eBay users.
The remaining 40% occurs primarily among small merchants who constitute a
potential new audience for eBay. Likewise, eBay's community of 46 million users
worldwide represents a growth opportunity for PayPal. eBay's current payment
service, eBay Payments by Billpoint, will be phased out after the close of the
transaction.
PayPal will continue to provide a variety of consumer services, including its
popular Web Accept product, which makes it possible for independent online
merchants to accept payment directly at their web sites. In view of the
uncertain regulatory environment surrounding online gaming, eBay plans to phase
out PayPal's gaming business after the transaction closes. Gaming providers who
use PayPal will have ample opportunity to find alternative payment solutions.
As part of today's announcement, eBay is also releasing results for the quarter
ended June 30, 2002. Consolidated net revenues for Q2-02 are approximately $266
million, GAAP net income totaled $54.3 million or $0.19 per diluted share, with
a gross margin of 83% and pro forma operating margin of 30%. The company also
announced that pro forma earnings per share was $0.19. The company's previously
issued guidance estimated that revenues would be in the range of $260 to $265
million and that pro forma earnings per share would be $0.17. These stronger
than expected results were highlighted by an accelerating US transaction
business, which grew 48% year-over-year, combined with year-over-year growth
from international operations of 148%.
On June 12, 2002, PayPal announced that its Q2-02 revenues could range between
$53 million and $54 million, and pro forma earnings per share could range
between $0.08 and
$0.09. Additionally, PayPal estimated that its total payment volume could range
from $1.61 billion to $1.63 billion.
eBay's complete second quarter earnings results will be announced on July 18,
2002. PayPal's second quarter results will be announced on July 24, 2002.
ABOUT EBAY
eBay is the world's online marketplace(TM). Founded in 1995, eBay created a
powerful platform for the sale of goods and services by a passionate community
of individuals and businesses. On any given day, there are millions of items
across thousands of categories for sale on eBay through auction or fixed price
formats. eBay enables trade on a local, national and international basis with
customized sites in markets around the world.
ABOUT PAYPAL
PayPal enables any business or consumer with email to send and receive Internet
payments securely, conveniently and cost-effectively. PayPal's account-based
network builds on the existing financial infrastructure of bank accounts and
credit cards to create a global payment system. Based in Mountain View,
California, PayPal is available to users in 38 countries including the United
States.
FORWARD LOOKING STATEMENT
This announcement contains forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those discussed.
Factors that could cause or contribute to such differences include, but are not
limited to, the receipt and timing of regulatory approvals for the transaction,
the possibility that the transaction will not close, the reaction of the users
of each service to the transaction, the future growth of the PayPal service, the
individual risks faced by each company, and the possibility that integration
following closing will prove more difficult than expected. More information
about potential factors which could affect either company's business and
financial results is included in each company's Annual Report on Form 10-K for
the year ended December 31, 2001, and each company's Quarterly Reports on Form
10-Q, and other periodic filings and prospectuses. All forward-looking
statements are based on information available to eBay and PayPal on the date
hereof, and neither company assumes any obligation to update such statements.
Investors and security holders are urged to read the proxy statement/prospectus
regarding the business combination transactions referenced in this press
release, when they become available, because they will contain important
information. The proxy statement/prospectus will be filed with the Securities
and Exchange Commission by eBay. Investors and security holders may obtain a
free copy of the proxy statement/prospectus, when available, and other documents
filed by eBay and PayPal with the Commission at the Commission's web site at
http://www.sec.gov. Free copies of the proxy statement/prospectus and eBay's
other filings with the Commission may also be obtained by directing a request to
investorrelations@ebay.com. Free copies of PayPal's filings may be obtained by
directing a request to investorrelations@paypal.com.
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