May 3 (Reuters) - GameStop said on Sunday that it has proposed to buy all common shares of eBay Inc for about $56 billion.
CEO Ryan Cohen, GameStop's largest investor, said the offer price is $125 a share in a 50-50 mix of cash and stock. Based on eBay's Friday close, the bid represents a premium of about 20%.
GameStop's unsolicited offer to buy the U.S. online marketplace was first reported by the Wall Street Journal, citing an interview with Cohen.
Cohen told the Journal that putting eBay and GameStop under one roof would create huge opportunities to improve earnings and cut costs."It could be a legit competitor to Amazon," Cohen said about eBay in the interview.
He said he was prepared to pursue a proxy fight and take the offer directly to shareholders should eBay's board be unreceptive to the proposal, the Journal reported.
"EBay should be worth - and will be worth - a lot more money," Cohen said in the interview. "I'm thinking about turning eBay into something worth hundreds of billions of dollars."
A potential deal would upend the usual M&A playbook, as it is rare for a company to target one nearly four times its size. Such deals typically rely on heavy debt, stock issuance, or both - banking on future earnings of the combined company to justify the cost.
Cohen said he has lined up financial commitments, including a commitment letter for about $20 billion in debt from TD Bank, and may seek backing from external investors including Middle Eastern sovereign-wealth funds to fund the deal, according to the WSJ report.
The proposal comes as GameStop grapples with disruptions from a shift toward online shopping and digital purchases from its brick-and-mortar roots. The company reported a 14% decline in fourth-quarter revenue last month.
By contrast, eBay is showing operational momentum and just last week forecast second-quarter revenue above Wall Street estimates, betting on listings of collectibles and motor accessories as well as live-streamed auctions on its platform.
Cohen told the WSJ that GameStop stores could be used as locations for collecting and authenticating items sold by eBay sellers, and added that he believed eBay should be doing more around live commerce, where brands sell directly to shoppers through real‑time video streams.
Cohen said that following the close, he would serve as the CEO of the combined company.
GameStop holds a market value of nearly $12 billion, while eBay has a market capitalization of about $46 billion, according to Reuters calculations based on their last closing price.
TD Bank and eBay did not immediately respond to Reuters requests for comment.
(Reporting by Mihika Sharma and Chandni Shah in Bengaluru; Editing by and Sherry Jacob-Phillips and Himani Sarkar)
