GSI Commerce Inc. has signed a definitive agreement to acquire Accretive Commerce Inc., a Huntersville, N.C.-based e-commerce solutions provider. The acquisition will significantly expand GSI's growing partner base to nearly 80 as well as add to its infrastructure.

“Accretive Commerce and GSI Commerce are a terrific fit,” said Michael G. Rubin, chairman and CEO of GSI Commerce. “Accretive Commerce's business model and focus are very similar to GSI's. Like GSI, Accretive Commerce works with a marquee group of brands and retailers. We're excited to engage with these clients and look forward to partnering with them to further grow their businesses. By expanding the scale and scope of our infrastructure, GSI will be positioned to deliver even better service to our existing base of partners.”

Under the definitive agreement, which has been approved by the board of directors of both companies, GSI will acquire Accretive Commerce for $97.5 million in cash. As of August 4, 2007 (Accretive Commerce 2007 fiscal July end), Accretive Commerce had cash and marketable securities, net of debt, of $6.4 million. The acquisition, which is expected to close within 60 days, is subject to customary closing conditions and expiration or termination of the waiting period under the Hart-Scott-Rodino Act.

Founded in 1995, Accretive Commerce is an e-commerce solutions provider that offers e-commerce technology, customer care and fulfillment solutions as well as related services. Accretive Commerce's roster of partners is primarily in the merchandise categories of apparel, home, health and beauty, and specialty foods.

“Accretive Commerce shares GSI's passion for growth, innovation and service excellence,” said Hank Reeves, CEO of Accretive Commerce. “Accretive Commerce has great momentum providing a valuable solution to a growing market. I am confident and excited that Accretive Commerce's existing clients will benefit from GSI's focus on their partners' growth, brand and customer experience.”

On a trailing 12-month basis through June 30, 2007, Accretive Commerce recorded net revenue of $83.6 million, income from operations of $4.9 million and adjusted EBITDA of $6.5 million. GSI expects to incur integration-related operating expenses of approximately $10 million to $12 million and capital expenditures of $10 million to $15 million, in the aggregate, beginning in the late third quarter of fiscal 2007 through the end of fiscal 2008, primarily related to systems migration activities.

“By acquiring Accretive Commerce we believe we will be better positioned to capture a greater share of our growing market opportunity,” said Rubin. “This acquisition works from strategic, financial and operational perspectives.”