GSI Commerce Inc. announced a definitive agreement to acquire control of privately-held Aspherio, S.L., a Barcelona, Spain-based provider of outsourced e-commerce solutions. GSI will work strategically with Aspherio to offer its international e-commerce capabilities to GSIs existing partners and prospects.
Under the terms of the agreement, GSIC 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. The total 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. GSI would pay $2.7 million in cash and the remaining $1.3 million in cash or GSIC shares. The deal is expected to close in late 2005 or early 2006.
In related news, GSI filed a registration statement with the SEC related to the public offering of its common stock and a new series of 20-year convertible notes. The filing relates to the offering of 1.8 million shares of GSIC common stock to be sold by the company and 1.9 million shares of common stock to be sold by selling stockholders, both priced at $14.84 per share. The statement also related to the offering of $50 million aggregate principal amount of 3.0% convertible notes due 2025. The notes are convertible into GSIC common stock at a conversion price of about $17.81 per share. Up to an additional $7.5 million aggregate principal amount of the notes may be sold if the underwriters exercise the over- allotment option granted to them.
