eBay Depop Deal Clears UK Competition Review
eBay’s $1.2 billion acquisition of Depop from Etsy has cleared a UK competition review, removing one of the final major hurdles to closing the deal.
The UK Competition and Markets Authority announced Wednesday that it had approved the transaction following a Phase 1 investigation, several weeks ahead of its August 6 deadline for deciding whether to clear the deal or refer it for a deeper review.
The regulator has not yet published its full reasoning, saying the complete decision will be released shortly.
The CMA opened its formal inquiry in June after seeking public comment on how the acquisition could affect competition in the UK, where eBay and Depop both operate consumer-to-consumer marketplaces and compete with fashion resale platforms including Vinted.
Liz Morton
Clearance allows the companies to avoid a Phase 2 investigation that could have delayed the transaction by several months and increased the risk that regulators would seek concessions or block the deal.
eBay agreed in February to acquire Depop for approximately $1.2 billion in cash, subject to purchase price adjustments and regulatory approvals. The acquisition is central to eBay’s effort to expand in secondhand fashion and reach younger shoppers after years of limited active buyer growth on its core marketplace.
Depop is expected to continue operating under its existing name, brand and standalone platform after the sale closes.
Australia’s competition regulator approved the deal in May, while Etsy has also disclosed clearance in the United States and Germany.
The UK review had become the most visible remaining regulatory obstacle after eBay and Etsy pushed the expected closing timeline from the second quarter to the end of the third quarter.
The delay carried potentially significant costs for eBay if the transaction failed because required approvals were not obtained.
Under the purchase agreement, eBay could owe Etsy a $90 million regulatory termination fee. A separate agreement signed in May added a Business Disruption Fee that increases over time and could reach $136 million after July 31.
Liz Morton
That could have brought eBay’s total exposure to at least $226 million under qualifying circumstances if the deal failed after the end of July.
UK clearance substantially reduces that risk, though eBay and Etsy have not yet announced that the acquisition has formally closed. The final purchase price may rise above the headline $1.2 billion because of agreed adjustments tied to certain investments made in Depop before closing.
For eBay, the focus now shifts from regulatory approval to whether management can build on Depop’s brand and momentum while delivering the younger buyers and growth used to justify the acquisition.
Investor concerns about the deal have also grown since the Q1 earnings report revealed eBay does not expect the purchase to have a positive income impact until at least 2028.
The transaction will also likely remain under shareholder and public scrutiny as GameStop CEO Ryan Cohen continues bid to take over eBay.
UK clearance moves the deal significantly closer to completion, but it doesn't resolve the broader question of whether another standalone marketplace will deliver the long-term returns eBay is promising.
