GSI Commerce Announces Offering of Common Stock by Former Retail Convergence Inc. Stockholders
KING OF PRUSSIA, Pa., Dec. 7, 2009 – Leading e-commerce and interactive marketing services provider, GSI Commerce Inc. (Nasdaq: GSIC), today announced that certain former Retail Convergence Inc. stockholders have agreed to sell 2,129,801 of their shares of GSI common stock in a registered underwritten offering. The selling stockholders acquired their shares of GSI common stock in connection with GSI’s acquisition of Retail Convergence Inc. Pursuant to the terms of a registration rights agreement entered into in connection with GSI’s acquisition of RCI, GSI was required to file a registration statement which would permit the former stockholders of RCI to resell the shares of GSI common stock that they received as initial merger consideration in the acquisition. GSI will not receive any of the proceeds from the offering. Closing of the offering is expected to occur on or about Dec. 11, 2009, subject to customary closing conditions. The total number of shares of GSI common stock outstanding will not change as a result of this offering. Prior to the underwritten offering, the selling stockholders sold an additional 1.0 million shares to a private equity fund pursuant to the registration statement.
UBS Investment Bank is acting as the sole bookrunner for the offering.
The offering is being made pursuant to an effective shelf registration statement. The offering may be made only by means of a prospectus supplement and the accompanying prospectus supplement and prospectus, copies of which may be obtained by sending a request to: UBS Investment Bank, 299 Park Avenue, New York, New York 10171, Attn: Prospectus Department or by telephone at 888-827-7275 extension 3884.
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 by any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.
About GSI Commerce
GSI Commerce® 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 solutions through an e-commerce platform, which is comprised of technology, fulfillment and customer care and is available on a modular basis or as part of an integrated, end-to-end solution. We offer a full suite of interactive marketing services through two divisions, TrueActionTM and e-Dialog. Additionally, we provide brands and retailers a platform for online private sales through RueLaLa.com, and an online, off-price marketplace, SmartBargains.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:
phone: 610-491-7294
