eBay Takeover Bid Rejected by Board

eBay Inc. rejected GameStop Corp. CEO Ryan Cohen's takeover bid on May 12, 2026, calling the proposal not credible and citing financing, leverage, and governance risks. Cohen said he will continue to press the offer and urged shareholders to consider it.

Proposed Offer and Board Rejection

GameStop submitted an unsolicited, non-binding proposal offering $125 per eBay share in cash and stock, implying roughly $56 billion in equity value. The bid referenced about $9.4 billion in cash on GameStop’s balance sheet and a “highly-confident” letter from TD Securities for up to $20 billion in debt financing. Cohen named himself as the prospective CEO of the combined company, pledging to forgo salary, bonuses, and a golden parachute. He promised approximately $2 billion in annualized cost reductions within 12 months and planned to use GameStop’s roughly 1,600 U.S. retail stores as a national network for authentication, intake, fulfillment, and live commerce. The proposal framed an owner-operator approach focused on cost discipline and logistics integration [source:1].

eBay’s board formally rejected the offer in a press release and SEC Form 8-K, with chairman Paul Pressler stating, “We have concluded that your proposal is neither credible nor attractive.” The board cited six reasons: eBay’s standalone prospects; uncertainty about the financing; potential impact on long-term growth and profitability; leverage, operational, and leadership risks of a combined entity; valuation implications; and concerns about GameStop’s governance and executive incentives. The board described eBay as a strong, resilient business confident in its existing management’s ability to sustain growth and deliver shareholder value. The filing confirmed no merger agreement has been executed and no regulatory review has begun [source:1][source:2].

Cohen’s Response and Market Context

Following the rejection, Cohen urged the board not to dismiss the proposal without engaging on its substance and said shareholders deserve a chance to evaluate the offer. He stated he would continue pursuing the acquisition. Credit concerns surfaced, with Moody’s describing the deal as credit-negative for eBay and some questioning whether the combined company could secure the investment-grade rating needed for the proposed debt financing.

Analysts outlined possible next steps for Cohen, including raising the cash component, seeking additional financing, launching a proxy fight, or prompting rival bidders. They noted investor support appears limited under current terms without more cash and a higher premium. eBay has retained Joele Frank, Wilkinson Brimmer Katcher, a strategic communications and investor relations firm, as the situation develops.

“We have concluded that your proposal is neither credible nor attractive,” Pressler wrote in the board’s letter rejecting the bid [source:1].