GSI Commerce to Acquire Spanish Aspherio

GSI Commerce expects to begin working strategically with Aspherio to offer its international e-commerce capabilities to GSI Commerces existing partners and prospects. Aspherio provides international outsourced e-commerce solutions for partners that include Hewlett-Packard and Logitech. Under the terms of the agreement, GSI Commerce also has the right to acquire, and the shareholders of Aspherio have the right to sell to GSI Commerce, all of the outstanding shares of Aspherio. If consummated, the purchase price for the acquisition of control and for the acquisition of the shares of Aspherio would be approximately $4.0 million plus an earn-out based on the performance of the Aspherio business. Of the $4.0 million, $2.7 million would be paid in cash and $1.3 million would be paid in cash or GSI common stock, at GSI Commerces election. The acquisition of Aspherios shares, which is subject to certain conditions, is expected to close in late 2005 or early 2006. GSI Commerce does not expect that the acquisition would have a material impact on its financial results for fiscal year 2005 or 2006. Other terms of the transaction were not disclosed. The Aspherio platform currently operates online stores in 15 countries and in 9 languages. The platform is fully integrated and compliant with major European currencies, payments systems and taxation requirements. Aspherio provides logistics and customer care through integrating its core technology platform with a network of third-party providers and by connecting directly into the infrastructure of its partners.