Cohen’s $56 Billion eBay Bid Now Hinges on a Shareholder Vote

GameStop’s $125-per-share offer for eBay sits at the awkward intersection of a binding-looking number and a non-binding piece of paper. The aggregate equity value pencils out near $55.5 billion. eBay’s board read the letter, ran the math, and on May 12 told GameStop chief executive Ryan Cohen the proposal was “neither credible nor attractive.”

The bid is now in its second act, with Cohen aiming his arguments past the board and toward the people the board represents.

The Wager Cohen Is Placing

GameStop submitted the non-binding proposal on May 3, after spending three months quietly accumulating a 5% economic stake in eBay through a mix of cash equities and derivatives, per the Schedule 13D filed with the U.S. Securities and Exchange Commission (SEC, the federal markets regulator). The price tag, $125 per share, lands roughly 46% above eBay’s unaffected closing price on February 4, the day GameStop started buying.

The structure is the part that triggers the real arguments. Half the consideration is cash, the other half is freshly issued GameStop common stock. eBay shareholders would get an election right and pro-rata allocation, which sounds tidy on paper and gets complicated in practice.

• $55.5 billion aggregate undiluted equity value at $125 per share
• $9.4 billion in cash and liquid investments on GameStop’s balance sheet at January 31
• $20 billion “highly confident” debt commitment letter from TD Securities, the Canadian investment bank advising the bid
• 46% premium over eBay’s February 4 close, before any market sniff of the deal

Cohen runs GameStop without taking a salary, cash bonus, or change-in-control payment, and he owns roughly 9% of the company, per GameStop’s May 3 proposal release. That ownership concentration is the political weight behind a bid most public-company chief executives would not dare attempt at the relative scale GameStop is now attempting it.

Why eBay’s Board Called the Bid Noncredible

eBay’s board released its rejection on May 12. The directors framed the response as a defense of fiduciary duty rather than a negotiation, citing concerns over financing certainty, governance after closing, and the debt load a combined company would carry.

The proposal is neither credible nor attractive.

That phrase comes from the board’s response letter to Cohen, addressed to him as both the GameStop chief executive and the lead architect of the bid. The chair of eBay’s board, Paul Pressler, has not made a separate public statement beyond the letter.

The “neither credible nor attractive” verdict did most of the public-relations work. Beneath it, the specific objections track the three points an M&A defense team typically anchors on when rejecting an unsolicited bid: financing risk, currency risk on the stock leg, and an undefined plan for the day after closing.

The board’s reaction was also a signal to arbitrage funds and long-only holders that eBay does not view itself as a forced seller. eBay’s underlying business, an auction-and-marketplace platform with global scale and a fee model that does not require constant capital expenditure, is one its directors clearly prefer to run rather than fold into a specialty retailer.

The Shareholder Referendum Cohen Wants to Force

Cohen’s counter arrived inside 24 hours. In a letter to chairman Paul Pressler and in a long interview with broadcaster Piers Morgan, Cohen argued that the rejection sidestepped a question only eBay’s owners can answer: whether $125 per share is a number they want.

He called eBay “an asset” that, in his view, is “run by a bunch of losers.” The phrasing matters less than the strategic move it telegraphs. Cohen is positioning the rejection as a corporate-governance failure rather than a financial one, which is the argument any insurgent bidder makes when looking to put a deal in front of shareholders directly.

The mechanics are not yet on the table. GameStop has not filed a tender offer, has not nominated a slate of directors for eBay’s next annual meeting, and has not announced a proxy contest. What it has done is escalate the public pressure on each of those options without committing to any of them.

Cohen’s no-salary, no-bonus, no-parachute compensation structure becomes part of the pitch in this phase. The argument runs that a chief executive with skin in the deal and none of the cushioning gets to ask shareholders why a 46% premium is not worth a vote. That is the political case for shareholder engagement, and the financial case beneath it is messier.

Cohen has also tied his credibility to GameStop’s improved balance sheet, citing the cash and securities position built up during the company’s 2024 and 2025 equity raises, detailed in GameStop’s fiscal 2025 fourth-quarter results release.

Where the 50/50 Mix Breaks Down

Cash certainty carries one half of the deal; the other half asks eBay shareholders to swallow GameStop stock at a value Cohen sets and the market may not honor.

How the Cash Leg Holds Up

GameStop’s $9.4 billion cash position and the $20 billion debt commitment from TD Securities cover the roughly $27.75 billion cash leg with reasonable headroom, assuming the bank’s “highly confident” letter converts to a firm commitment under standard market-flex terms. Bank financing on a deal this size has tightened since the 2024 rate cycle ended, with pricing on the bridge unlikely to be cheap.

The financing is at least mathematically present, and the cash certainty is the strongest piece of Cohen’s pitch to the eBay holder who simply wants out at $62.50 per share in cash.

Why the Stock Leg Is the Weak Half

The other $27.75 billion in consideration would be paid in newly issued GameStop shares. eBay shareholders would receive a currency that has traded across an unusually wide range over the last five years, with multiple episodes of triple-digit single-month moves driven more by retail flow than by the underlying retail business.

No collar mechanism has been disclosed in the proposal, which means the value GameStop is offering on May 3 is not the value eBay shareholders necessarily receive on closing day. The same retail-driven short-squeeze cycle that has repeatedly jolted GameStop’s price in either direction is exactly the kind of volatility risk arbitrageurs will price into any spread.

The table makes the asymmetry visible. A 20% drop in GameStop between signing and a plausible closing six to nine months later would shave roughly $5.5 billion off what eBay shareholders actually pocket, taking the realized premium under 30% before considering deal costs. The realized premium, not the headline premium, is what the arbitrage community will track.

The Collectibles and Power-Seller Overlap

Strip the financing argument away and the strategic case still has a center. Both companies live off the same kind of buyer: enthusiasts who hunt for specific items, value authentication, and pay a premium for it.

That overlap maps cleanly:

• Trading cards and graded collectibles: eBay handles billions of dollars in card volume each year; GameStop has been pushing into the same category through in-store grading partnerships and a dedicated trading-card business.
• Power-seller economics: eBay’s roughly $2.4 billion annual sales and marketing line is one Cohen has publicly flagged as fat. His pitch to the merged company’s seller base is fewer dollars on ad bids, more dollars on take-rate improvements.
• Refurbished electronics: GameStop’s pre-owned hardware business and eBay’s certified-refurbished program share inventory channels and customer expectations.
• Cross-border trade: eBay’s international footprint extends GameStop’s specialty brand into geographies where the company has either retreated from physical retail or never had it.

The collectibles thesis carries a separate risk that has nothing to do with deal mechanics. Authenticated trading cards have been a runaway category since 2020, and a growing chorus of independent advisors has begun calling the price action a bubble waiting to deflate, including in recent reporting on the $16.5 million Logan Paul card sale. If that warning lands inside the deal’s integration window, the most distinctive synergy story in Cohen’s pitch deck gets repriced too.

The Hostile Path GameStop Has Not Filed

The bid lives in a narrow window. Cohen can sweeten the terms, escalate to a hostile tender, run a proxy contest at eBay’s next annual meeting, or walk away. Each path carries a clock and a cost.

A sweetened bid would mean either raising the price, adding a collar on the stock portion, or both. Either move concedes ground on the original “this number is the number” framing and would invite the eBay board to ask why the first offer was not the best one. A tender offer made directly to eBay shareholders bypasses the board entirely but exposes GameStop to the regulatory disclosure calendar without the cooperation of the target. A proxy contest is the slowest path and the most expensive one, requiring a slate of independent directors and a campaign that runs through eBay’s next shareholder meeting.

Withdrawal is the cheapest option for GameStop in dollar terms and the most expensive in reputational terms, since it would validate the eBay board’s rejection language. That is the option Cohen’s no-salary, high-conviction posture makes hardest for him to choose.

If Cohen escalates to a tender offer within the next 30 days, eBay’s defense playbook moves from polite rejection to active counter-bidding, poison-pill consideration, and possibly a friendly transaction with a third party. If he holds back and waits for the next annual meeting to push a director slate, the bid stays alive at the headline number but loses the surprise premium that made the first letter newsworthy in the first place.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Mergers and acquisitions involve material risk of capital loss, particularly when a portion of the consideration is paid in volatile equity. Readers considering action on either GameStop or eBay shares should consult a qualified financial professional. All figures are accurate as of publication on May 20, 2026.