SECURITIES AND EXCHANGE COMMISSION
Information Required in Proxy Statement
Exchange Act of 1934 (Amendment No. ___)
Filed by a Party other than the Registranto
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On April 6, 2011, the following information was provided via email to clients of e-Dialog, Inc., a wholly-owned subsidiary of GSI Commerce, Inc.:
Dear [Client],
On March 24 I was appointed as the new President of e-Dialog. In addition, on March 28, eBay Inc. announced its agreement to acquire GSI Commerce, which includes the e-Dialog business. With the leadership position that eBay occupies as one of the world’s largest e-commerce companies, I take on this new role with excitement for the future and confidence that we will be able to serve the needs of our clients for years to come. It is anticipated that the acquisition of GSI will create a new standalone business unit of eBay committed to providing enterprise e-commerce and interactive marketing services.
As e-Dialog’s new President, I am excited about the wealth of new opportunities this acquisition may create for all of us. The proposed combination of our businesses will enable us to deliver an unparalleled suite of products and services that address the unique challenges facing today’s marketers — creating demand and driving innovation in an increasingly multichannel world. eBay’s capacity for developing next-generation business solutions and deep expertise in global commerce will enhance e-Dialog’s ability to help you achieve your digital marketing goals.
Please feel free to contact me directly with any questions you may have. The best way to reach me is atjgagnon@e-dialog.com. I look forward to meeting you soon, and talking about how e-Dialog will be helping you take your business forward in 2011 and beyond.
Sincerely,
Joe Gagnon
President
e-Dialog
mailto:jgagnon@e-dialog.com
Cautionary Statement Regarding Forward-Looking Statements
This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, are forward-looking statements. These forward looking statements address, among other things activities, events or developments that we expect, believe or anticipate will or may occur in the future, including our statements relating to the anticipated effects of the proposed merger with eBay Inc. and its anticipated benefits if consummated. These forward-looking statements are subject to a number of risks that could cause actual results to differ materially from those contained in the forward-looking statements, including the risk that our stockholders may not approve the merger and that the regulatory approvals and any other required approvals in connection with the merger may not be obtained on the proposed terms or at the times anticipated, as well as the risk factors described Item 1A of our 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).
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Currently unknown or unanticipated risks, or risks that emerge in the future, could cause actual results to differ materially from those described in forward-looking statements, and it is not possible for us to predict all such risks, or the extent to which this may cause actual results to differ from those contained in any forward-looking statement. Except as required by law, we assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.
Important Merger Information
This communication may be deemed to be solicitation material in respect of the proposed acquisition of GSI Commerce by eBay. In connection with the proposed acquisition, GSI Commerce intends to file a proxy statement on Schedule 14A with the Securities and Exchange Commission, or SEC, and GSI Commerce and eBay intend to file other relevant materials with the SEC. Stockholders of GSI Commerce are urged to read all relevant documents filed with the SEC when they become available, including GSI Commerce’s proxy statement, because they will contain important information about the proposed transaction. A definitive proxy statement will be sent to holders of GSI Commerce stock seeking their approval of the proposed transaction. This communication is not a solicitation of a proxy from any security holder of GSI Commerce.
Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s web site,http://www.sec.gov. In addition, GSI Commerce stockholders may obtain free copies of the documents filed with the SEC when available by contacting GSI Commerce’s Investor Relations at 610-491-7068.
Such documents are not currently available. You may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
GSI Commerce and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of GSI Commerce common stock in respect of the proposed transaction. Information regarding the directors and executive officers of GSI Commerce is available in the 2010 Annual Report on Form 10-K, filed with the SEC on March 1, 2011, and the proxy statement for GSI Commerce’s 2010 Annual Meeting of Stockholders, filed with the SEC on April 13, 2010. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
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