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GSI Commerce to Offer International E-Commerce Solution Agreement with Aspherio will Enable GSI Commerce Partners to Operate Internationally

KING OF PRUSSIA, Pa., May 25, 2005  GSI Commerce Inc. (Nasdaq: GSIC) today announced it has entered into a definitive agreement pursuant to which it has acquired control of privately-held Aspherio, S.L., a Barcelona, Spain-based provider of outsourced e-commerce solutions (http://www.aspherio.com). 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.

GSI Commerce serves an increasing number of multinational companies and international e-commerce is growing at a rapid pace and becoming a strategic priority for our partners, said Michael Rubin, chairman and chief executive officer of GSI Commerce. It is a logical extension for GSI Commerce to offer its multinational partners the opportunity to extend their e-commerce operations internationally. At the same time, we recognize there are significant differences between the North American and international markets. We are very excited to have found a partner in Aspherio that shares our passion and vision for outsourced e-commerce and has meaningful international operating experience. Through this strategic initiative we add an important capability to our platform, while at the same time remain on track to achieve our financial targets. Longer term, we believe the international markets represent a significant growth opportunity for GSI Commerce.
We are excited to join GSI Commerce, said Enda-Gerard Breslin, chief executive officer of Aspherio. They have truly established themselves as a leading outsourced e-commerce provider in the United States, and we believe that together we can achieve a comparable level of success in international markets. Like GSI Commerce, the Aspherio platform offers a rich online shopping experience and a significant amount of flexibility while offering partners the ability to maintain a high degree of control over their e-commerce operation.

 
 
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