Eight days after receiving the official proposal, eBay has rejected GameStop’s $55.5 billion offer. As he has clarified, the rejection is not going to stop CEO Ryan Cohen from taking the battle one step further, i.e. to the eBay shareholders.
eBay has called GameStop a much smaller player than itself and termed its offer as “unsolicited” and “neither credible nor attractive”.
Analysts had also predicted that eBay would likely reject the takeover proposal since it would only make sense if the acquiring company was much bigger in size than the online marketplace. eBay’s board of directors believe the marketplace is a strong, resilient business, which can deliver long-term value to its shareholders.
This is a clear challenge to Cohen, who seems to have planned everything out for the combined entity. Any disruption, if he succeeds, could change the entire equation, from platform fees to investment and competitive positioning, for eBay’s 18 million sellers.
Why eBay Rejected GameStop’s Mega Offer?
eBay’s board has rejected the game retailer’s offer based on four specific reasons. First, the company believes it is in much better shape than before. The board thinks it can achieve much stronger growth on its own, as reflected in the past few quarters, and continue delivering value to shareholders.
eBay’s financial results, though, present a mixed picture. Although its overall sales fell in 2025, net profit jumped to $418.4 million from $131 million a year earlier.
The second reason cited is uncertainty surrounding GameStop’s financing plan for the deal. The Cohen-led company’s proposal letter included a commitment of $20 billion in debt financing from TD Securities, along with GameStop’s 5% stock ownership stake and $9.4 billion in cash reserves.
eBay has less confidence in GameStop because of its already large debt burden of $4.39 billion. Combined with eBay’s own debt of $7.18 billion, this would become an additional liability on top of TD’s massive $20 billion financing package, making the proposal less attractive. GameStop’s weaker financial position also hampers eBay’s projections for long-term profitability.
Third, eBay suspects high operational risks arising from the deal, along with concerns about Cohen’s leadership. Both companies operate in very different domains.
eBay’s online marketplace has a highly complex structure involving 18 million sellers, logistics, and payments infrastructure, while GameStop is primarily a physical retailer with around 1,600 stores, mostly in the US. This makes the merger significantly more difficult, with no clear signs of long-term success.
The eBay board believes Cohen’s ability to steer a giant company remains untested because he has so far led relatively smaller organisations such as GameStop and his earlier startup, Chewy.
Lastly, the board believes the deal massively undervalues eBay and that Cohen’s $55 billion proposal would effectively mean selling the company at a discount. Questions have also been raised about GameStop’s governance standards and executive incentives. These concerns directly challenge Cohen’s credibility to lead a much larger organisation.
However, judging by his recent comments, it appears Cohen was expecting such a reaction from eBay. His next move, particularly any attempt to push for a shareholder vote, is something eBay’s board will be watching closely.
Proxy Fight Mechanics
Cohen’s proxy fight strategy would involve persuading dissident investors and other shareholders to vote in favour of his takeover proposal. GameStop’s 5% stake gives him the standing to pursue such a move. If it happens, he and his supporters would likely push for a complete board overhaul. But that is easier said than done.
eBay’s existing shareholders — including Vanguard, BlackRock, Invesco Advisers, State Street Global Advisors, and other institutional investors — have little to gain from such disruption at a time when the company is already moving toward stronger profitability.
Investors also remain unconvinced by Cohen’s strategy to turn eBay into an Amazon competitor, especially since it is not backed by detailed financial models.
GameStop’s existing debt position is another major negative. Add to that the proposed $20 billion debt financing from TD Securities and eBay’s own liabilities worth $7.2 billion, and institutional investors are unlikely to favour such a heavily leveraged combined entity.
eBay’s shares have gained 15.28% over the past month and 4.12% in the past week. With the board continuing to push its turnaround narrative, it appears unlikely that the share price will weaken significantly in the near term. Cohen could still improve his chances if he sweetens the offer, which may help him win investor support.
Cohen’s activist-investor background also suggests he could attract support from prominent hedge funds and encourage them to build stakes in eBay, potentially shifting the situation in his favour.
But for now, all of these remain hypothetical scenarios.
What Does A GameStop-Owned eBay Mean For Sellers?
eBay charges two main types of seller fees: insertion fees, with the first 250 listings free per month and then $0.35 per listing afterwards, and final value fees ranging between 13.25% and 15.3%.
A per-order fee of $0.40 is also charged on orders above $10. The last major change to eBay’s seller fee structure came in 2024, when the company increased the per-order fee from $0.30 to $0.40 for orders above $10.
In addition, eBay has been investing heavily in AI-driven tools, including an AI assistant for messaging, offer negotiation within chats, an inventory mapping API, and automated feedback systems, aimed at helping sellers operate more efficiently.
If Cohen’s takeover plan moves forward, and considering his ambitious expansion strategy, it is likely that there would be a major overhaul of the seller fee structure. A new leadership team would also want to assess how its large AI investments are affecting profitability in the short term.
The GameStop CEO said in a recent interview that he is confident about acquiring eBay and that he is “going to make myself CEO of both.”
Cohen has often cited his significant personal investment in GameStop, which stands at 9.2% as of 2026, as his credentials to turn it into a big conglomerate in future. In addition to that, he has accused eBay executives of selling company shares worth millions of dollars while failing to show a serious commitment to the company’s long-term growth.
These claims could work in his favour, provided shareholders buy into his acquisition narrative. For now, however, it remains a wait-and-watch situation. As a risk-mitigation measure, those heavily invested in eBay should definitely think of diversifying their business across other key platforms like Amazon or Etsy.
