GameStop Makes Official $56B Acquisition Offer for eBay: 'Creating Amazon's Real Competitor'

$125 per share in 50/50 cash-stock mix… $20B lending commitment from TD Bank secured; will appeal directly to shareholders if board rejects

GameStop (GME) officially confirmed on May 3 (ET) a previously undisclosed proposal to acquire eBay (EBAY) in its entirety for approximately $56 billion. CEO Ryan Cohen disclosed the bid directly in a Wall Street Journal interview. The offer price of $125 per share represents approximately 20% premium to eBay's closing price on May 2. The structure combines GameStop cash and stock in a 50/50 mix.

eBay's market cap is approximately $46 billion, while GameStop's is approximately $12 billion. Cohen is proposing to acquire a company valued at roughly 4 times his own company's market capitalization.

'Creating Amazon's Real Competitor'

Cohen's rationale for the acquisition can be captured in a single statement.

Combining eBay and GameStop creates the ability to be a real competitor to Amazon.

— Ryan Cohen, GameStop CEO

His strategy unfolds as follows: leverage GameStop's 3,200 physical stores nationwide as hubs for authenticating and collecting merchandise for eBay sellers. By connecting eBay's already-strong categories—collectibles and auto parts—with an offline distribution network, a market gap emerges that Amazon has yet to penetrate. Cohen also believes eBay must aggressively expand its live commerce (real-time video selling) capabilities. He stated, 'eBay has significantly more value and will continue to have it in the future.'

If the deal closes, Cohen will serve as CEO of the combined entity.

Financing — $20B Lending Commitment from TD Bank

The critical question is where the $56 billion will come from. GameStop's cash reserves of approximately $8 billion fall far short.

Cohen announced he has already secured a commitment letter for approximately $20 billion in lending from TD Bank. The remainder will be sourced from external investors, including Middle Eastern sovereign wealth funds. The financing is a hybrid structure combining cash, equity, debt, and external capital.

Acquiring a company 4 times your own size typically requires either substantial debt or significant equity dilution. For GameStop shareholders, issuing 50% new stock dilutes their ownership stake.

If Board Rejects, Cohen Goes Directly to Shareholders

If eBay's board rejects the proposal, Cohen indicated he will pursue a proxy fight—appealing directly to shareholders to replace the board or approve the transaction. A proxy fight involves the acquirer convincing shareholders to replace board members or pass a resolution, representing the classic next step in hostile M&A.

eBay has not issued an official statement. TD Bank declined to comment. eBay's stock closed near $104 prior to the announcement—well below the $125 offer price—suggesting the market views deal completion as unlikely.

Why GameStop Wants eBay: Structural Rationale

GameStop's most recent quarter showed revenue declined 14% year-over-year. Physical game retail continues shrinking amid digital transformation. eBay, conversely, is showing momentum—Q2 guidance exceeded Wall Street expectations, with strength in collectibles and auto parts categories plus growing live auction revenue.

Cohen's thesis: combining GameStop's physical infrastructure with eBay's online commerce platform creates substantially greater value than either alone. GameStop has already built collectibles operations (PSA authentication and Powwex), making eBay's collectibles platform a natural extension.