Press Release

Morgan Lewis Advises GSI in $277M Acquisition of Fanatics

February 09, 2011

PHILADELPHIA, February 9, 2010: GSI Commerce Inc. (GSI) today announced that it has signed a definitive agreement to acquire Fanatics, Inc., an online retailer of licensed sports merchandise. Morgan Lewis represented GSI on the transaction, which is valued at approximately $277 million, including $171 million of cash and $106 million of GSI common stock, which consists of approximately 4.8 million shares based on the volume weighted average price on Feb. 8, 2011 of $22.20.

Fanatics operates over 250 e-commerce websites, including www.footballfanatics.com, and over 60 e-Commerce stores for collegiate and professional sports partners and media organizations. The combination of Fanatics with GSI's online licensed sports merchandise business, which operates the official e-commerce websites for NFL, NBA, NHL, MLB, NASCAR and ESPN, will create a leader in the online licensed sports merchandise industry.

The Morgan Lewis team on the deal included Business & Finance partners Richard Aldridge, Ben Wills, Michael Pedrick, and Michael Jack; Intellectual Property partners Lou Beardell and Ron Dreben; Tax Consulting & Controversy partners Gary Wilcox and Paul Gordon; Employee Benefits partner Amy Kelly; and Antitrust Partner Harry Robins. They were assisted by associates Kevin Shmelzer, Laura Dugan, Lou Balezzi, Lauren Schmidt, Amanda Goff, Joseph Washington, Squire Servance, Gabriel Quihuis, Patrick Rehfield, Kevin Delaney, Danielle Moseley, Sarah Rabinovici, and Andrew Budreika.

For additional details on the transaction, please see GSI's press release.