CBS to Become a Top Ten U.S. Internet Company with Unparalleled Content and
Reach, Boasting Approximately 200 Million Monthly Unique Users Worldwide
CNET Networks' CNET, ZDNet, GameSpot.com, TV.com, CNET News, UrbanBaby,
BNET, CHOW and Search.com, Among Others, To Be Combined with CBS
Corporation's National and Local Interactive Businesses
NEW YORK and SAN FRANCISCO, May 15 /PRNewswire-FirstCall/ -- CBS
Corporation (NYSE: CBS.A and CBS) has entered into an agreement to acquire
CNET Networks, Inc. (Nasdaq: CNET), it was announced today by Leslie
Moonves, President and Chief Executive Officer, CBS Corporation. Under the
terms of the agreement, CBS will make a cash tender offer for all issued
and outstanding shares of CNET Networks for $11.50 per share, representing
an equity value of approximately $1.8 billion. The acquisition will make
CBS one of the 10 most popular Internet companies in the United States,
with a combined 54 million unique users per month, and approximately 200
million users worldwide.
"There are very few opportunities to acquire a profitable, growing,
well-managed Internet company like CNET Networks," said Moonves. "CBS
stands for premium content and unparalleled reach, and CNET Networks will
add a tremendous platform to extend our complementary entertainment, news,
sports, music and information content to a whole new global audience.
Together, CBS and CNET Networks will have significant additional exposure
to the fastest- growing advertising sector and can accelerate our growth
through a number of new content, promotion and advertising initiatives. We
could not be more pleased with the prospect of adding CNET Networks and its
tremendous team of people to the CBS family. I look forward to working with
Quincy Smith, Neil Ashe and the considerable combined talent at both
companies, as we build upon our success."
Based in San Francisco, CNET Networks owns many of the Internet's
leading entertainment, news and information sites including CNET, ZDNet,
GameSpot.com, TV.com, mp3.com, CNET news.com, UrbanBaby, CHOW, Search.com,
BNET, MySimon and TechRepublic. The company, which reported significant
profits in 2007 on revenues of $406 million, has a large international
footprint, particularly in China.
Upon closing, CNET Networks' sites will be combined with CBS's stable
of dynamic and growing interactive businesses. These include CBS.com,
CBSSports.com, CBSCollegeSports.com, MaxPreps.com, CBSNews.com, last.fm,
Wallstrip, MobLogic, CBS Radio and CBS Television Stations digital media
platforms, and the distribution network of the CBS Audience Network, which
is made up of more than 300 partner Web sites and reaches 82% of all online
users in the United States.
"The core businesses of CNET Networks and CBS Interactive represent
near perfect category symmetry in premium online content," said Quincy
Smith, President, CBS Interactive. "Together we will have a terrific
opportunity to not only grow our established businesses, but to build new
attractive verticals of content as well. This is the beginning of an era
for both CBS and CNET Networks; plus, it's going to be great to work with
Neil and his team, many of whom I have known for many years."
"We're thrilled to join CBS and combine our interactive media
experience with CBS's world-class content," said Neil Ashe, Chief Executive
Officer, CNET Networks, Inc. "CNET Networks operates some of the most
important premium online brands, serving the most sought after online
audiences. Today's announcement brings together two organizations that
complement each other and working with Leslie, Quincy and the talented
people at CBS, we look forward to taking our business and our brands to the
next level."
"We look forward to completing the acquisition of CNET Networks and the
terrific benefits it brings to CBS as Quincy, Neil and their combined teams
build upon our success," Moonves concluded. "At the same time our strong
cash flow allows us to pay among the highest dividends in the industry, and
we are committed to continue to pay our attractive dividend to return value
to shareholders."
The Board of Directors of CNET Networks has unanimously approved the
merger agreement and unanimously recommends that CNET Networks stockholders
accept the tender offer and tender their shares.
The transaction is subject to customary conditions and is expected to
be completed in the third quarter of this year.
About CBS Corporation
CBS Corporation is a mass media company with constituent parts that
reach back to the beginnings of the broadcast industry, as well as newer
businesses that operate on the leading edge of the media industry. The
Company, through its many and varied operations, combines broad reach with
well-positioned local businesses, all of which provide it with an extensive
distribution network by which it serves audiences and advertisers in all 50
states and key international markets. It has operations in virtually every
field of media and entertainment, including broadcast television (CBS and
The CW - a joint venture between CBS Corporation and Warner Bros.
Entertainment), cable television (Showtime and CBS College Sports Network),
local television (CBS Television Stations), television production and
syndication (CBS Paramount Network Television and CBS Television
Distribution), radio (CBS Radio), advertising on out-of-home media (CBS
Outdoor), publishing (Simon & Schuster), interactive media (CBS
Interactive), music (CBS Records), licensing and merchandising (CBS
Consumer Products), video/DVD (CBS Home Entertainment), in- store media
(CBS Outernet) and motion pictures (CBS Films). For more information, log
on to http://www.cbscorporation.com.
About CNET Networks, Inc.
CNET Networks, Inc. is a global interactive media company whose leading
brands collectively attract more than 160 million people each month, making
it the 10th largest Internet network on the Web. The Company builds Web
sites focused on the information and entertainment people crave, such as
gaming, music, entertainment, technology, business, food, and parenting,
and its premier brands include BNET, CNET, GameSpot, TV.com and CHOW.
Founded in 1992, CNET Networks is headquartered in San Francisco,
California. The Company also operates internationally in countries
including Australia, China, Switzerland, and the United Kingdom.
Cautionary Statement Concerning Forward-looking Statements
This release contains forward-looking information about an agreement
between CBS and CNET Networks, Inc. All statements in this release, other
than statements of historical fact are, or may be deemed to be, forward-
looking statements within the meaning of section 27A of the Securities Act
of 1933 and section 21E of the Securities Exchange Act of 1934. Such
forward- looking statements involve known and unknown risks, uncertainties
and other factors that are difficult to predict which could cause actual
outcomes and results to differ materially from these statements. These
risks, uncertainties and other factors include, among others: the
satisfaction of conditions to completing the transaction contemplated by
the agreement between CBS and CNET Networks; that the transaction may not
be consummated on the proposed terms and schedule, if at all; the
possibility that expected benefits may not materialize as expected; the
effect of the transaction on the customers and suppliers of CNET Networks;
changes in technology and its effect on competition in the industries in
which CBS and CNET Networks operate; changes in applicable laws and
regulations; other domestic and global economic, business, competitive
and/or other regulatory factors affecting the respective businesses of CBS
and CNET Networks generally; and other factors described in the news
releases and filings with the Securities and Exchange Commission including
but not limited to the most recent Annual Report on Form 10-K filed by each
of CBS and CNET Networks. The forward-looking statements included in this
release are made only as of the date of this release, and under section 27A
of the Securities Act and section 21E of the Exchange Act, CBS and CNET
Networks do not have any obligation to publicly update any forward-looking
statements to reflect subsequent events or circumstances.
Important Additional Information: The tender offer described herein has
not commenced. The description contained herein is neither an offer to
purchase nor a solicitation of an offer to sell shares of CNET Networks. At
the time the tender offer is commenced, Ten Acquisition Corp. and CBS
intend to file a Tender Offer Statement on Schedule TO containing an offer
to purchase, forms of letters of transmittal and other documents relating
to the tender offer and CNET Networks intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. CBS and CNET Networks intend to mail these documents to the
stockholders of CNET Networks. These documents will contain important
information about the tender offer and stockholders of CNET Networks are
urged to read them carefully when they become available. Stockholders of
CNET Networks will be able to obtain a free copy of these documents (when
they become available) at http://www.cbs.com and http://www.cnet.com and the Web site
maintained by the Securities and Exchange Commission at
http://www.sec.gov/.
Editor's Note: CBS will conduct a teleconference call at 8:30 AM, ET,
following the release of this announcement. The call is open to the general
public. The domestic conference call number is (888) 213-3710; please call
five minutes in advance to ensure that you are connected prior to the
presentation. The international dial-in number is (913) 312-0974.
SOURCE CBS Corporation
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Related links:
http://www.cbscorporation.com
http://www.cnet.com
http://www.prnewswire.com/comp/185007.html/
CONTACT:
Press: Gil Schwartz, +1-212-975-2121,
gdschwartz@cbs.com, Dana McClintock, +1-212-975-1077,
dlmcclintock@cbs.com, both of CBS; Mickey Wilson,
+1-415-344-2854, mickey.wilson@cnet.com, Sarah Cain,
+1-415-344-2218, sarah.cain@cnet.com, both of CNET Networks; or
Investor Relations: Marty Shea, +1-212-975-8571,
marty.shea@cbs.com, Debra Wichser, +1-212-975-3718,
debra.wichser@cbs.com, both of CBS; Todd Friedman of The
Blueshirt Group, +1-415-217-7722, todd@blueshirtgroup.com, for
CNET Networks
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