「Neither Credible nor Attractive:」Ebay 取締役会、Gamestop による 560 億ドルの買収提案を拒否

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The digital commerce landscape witnessed a massive collision of retail strategies on Tuesday as Ebay formally shut the door on an ambitious takeover attempt. 'Neither Credible nor Attractive:' Ebay Board Rejects Gamestop’s Unsolicited $56B Takeover Bid Key Takeaways - Gamestop CEO Ryan Cohen’s $56 billion unsolicited bid to acquire Ebay was formally rejected on May 12, 2026. - Ebay shares remained stagnant while Gamestop stock fell 4% following concerns over the $20 billion debt plan. - The Ebay board will focus on its 136 million users, while Gamestop may consider a future proxy fight action. Gamestop’s Bid for Ebay Ends in Rejection Amid Financing Uncertainty In a definitive move, the board of directors at Ebay Inc. has rejected a $56 billion unsolicited acquisition proposal from GameStop Corp. The rejection marks a significant setback for Gamestop CEO Ryan Cohen, who sought to merge the physical retail footprint of the video game giant with the expansive online reach of the San Jose-based marketplace. The proposed deal, first floated on May 3, 2026, valued Ebay at $125 per share in a 50/50 mix of cash and Gamestop common stock. This represented a significant 46% premium over the unaffected closing price in early February. However, the size of the deal raised immediate eyebrows across Wall Street, as Gamestop attempted to swallow a company nearly four times its own market capitalization. In a direct letter to Cohen, Ebay Chairman Paul S. Pressler did not mince words regarding the proposal’s viability. Pressler noted that after a thorough review with financial and legal advisors, the board found the offer lacking in several critical areas. The letter served as a firm defense of the current corporate trajectory under CEO Jamie Iannone. “The Board, with the support of its independent advisors, has thoroughly reviewed your proposal and has determined to reject it,” Pressler wrote in the formal response. The letter further characterized the multi-billion dollar overture as being “neither credible nor attractive” to the company’s current stakeholders. Ebay cited several core reasons for the dismissal, primarily focusing on the high leverage and operational risks associated with such a massive combination. The board expressed specific doubt regarding the financing structure, which relied on a “highly confident” letter from TD Securities for $20 billion in third-party debt. Moody’s Investors Service had already flagged the potential deal as credit negative. “We have taken into account such factors as 1) Ebay’s standalone prospects, 2) the uncertainty regarding your financing proposal, 3) the impact of your proposal on Ebay’s long-term growth and profitability,” the letter stated. This cautious approach reflects the board’s preference for its existing turnaround plan centered on high-value collectibles and authentication services. Cohen had pitched the merger as a way to build a legitimate competitor to Amazon by utilizing Gamestop’s 1,600 U.S. stores as fulfillment and intake hubs. He argued that his leadership could extract $2 billion in annualized cost reductions within the first year. Cohen even offered to serve as CEO of the combined entity with no salary or bonuses, tying his compensation strictly to performance. Despite these promises, the Ebay board remained unmoved, pointing to the company’s resilient business model and 136 million active users. The marketplace generated roughly $11.6 billion in revenue during 2025, largely through its established commission and advertising streams. Pressler emphasized that the current management is better positioned to deliver value without the distraction of a risky merger. “Ebay is a strong, resilient business that has delivered meaningful results over the past several years,” the rejection letter continued. The board also raised concerns regarding Gamestop’s own governance and executive incentives, suggesting that the leadership structure of a combined entity would be problematic. Market reaction to the news was lukewarm for Ebay but more volatile for the challenger. Ebay shares saw little movement, having already traded well below the $125 offer price since the bid was announced. Meanwhile, Gamestop shares slipped roughly 4% in early trading as investors processed the failure of the bold expansion attempt. Gamestop also holds bitcoin on its balance sheet, to some degree, and this factor has been on the minds of crypto observers. The episode highlights a growing skepticism toward massive M&A deals involving significant size mismatches and contingent financing. While Cohen has previously signaled a willingness to take his case directly to shareholders, the firm stance of the Ebay board makes a hostile path forward increasingly difficult. For now, Ebay continues its focus on the trading card and collectibles sector, which has been a primary driver of its recent marketplace improvements. For instance, in 2024, the company formed a strategic partnership with Goldin Auctions. Gamestop is left to evaluate its next move after this unsuccessful foray into large-scale e-commerce consolidation. No further communications between the two parties have been scheduled as of the time of the announcement. 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