NEW YORK, May 23 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE: CBS.A
and CBS) today announced the commencement of its tender offer for all
outstanding shares of common stock of CNET Networks, Inc. (Nasdaq: CNET)
for $11.50 per share, net to the seller in cash, without interest. The
tender offer is being made pursuant to an Offer to Purchase, dated May 23,
2008, and in connection with the Agreement and Plan of Merger, dated May
15, 2008, by and among CBS, Ten Acquisition Corp., a wholly-owned
subsidiary of CBS, and CNET Networks, which CBS and CNET Networks publicly
announced on May 15, 2008.
The tender offer is scheduled to expire at 12:00 midnight, New York
City time, on Friday, June 20, 2008, unless the tender offer is extended.
Following the completion of the tender offer and, if required, receipt of
approval by CNET Networks stockholders, CBS expects to consummate a merger
in which remaining CNET Networks stockholders will receive the same $11.50
cash price per share, without interest, as paid in the tender offer. The
tender offer and merger are subject to customary closing conditions,
including the acquisition by CBS of more than 50% of CNET Networks' issued
and outstanding shares on a fully diluted basis in the tender offer and the
expiration or earlier termination of any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any applicable
foreign antitrust, competition or merger control laws.
The Depositary for the tender offer is BNY Mellon Shareowner Services,
480 Washington Boulevard, Jersey City, New Jersey 07310, Attn: Corporate
Actions Department. The Dealer Managers for the tender offer are Citigroup
Global Markets Inc., 390 Greenwich Street, New York, New York 10013, and
UBS Investment Bank, 299 Park Avenue, New York, New York 10171. The
Information Agent for the tender offer is MacKenzie Partners, Inc., 105
Madison Avenue, New York, New York 10016.
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.
Additional Information
This press release is neither an offer to purchase nor a solicitation
of an offer to sell securities. The tender offer is being made pursuant to
a tender offer statement and related materials. CNET Networks stockholders
are advised to read the tender offer statement and related materials, which
have been filed by CBS with the U.S. Securities and Exchange Commission
(the "SEC"). The tender offer statement (including the Offer to Purchase,
letter of transmittal and related tender offer documents) filed by CBS with
the SEC and the solicitation/recommendation statement filed by CNET
Networks with the SEC contain important information which should be read
carefully before any decision is made with respect to the tender offer. The
tender offer statement and the solicitation/recommendation statement will
be mailed to all CNET Networks stockholders of record.
The tender offer statement and related materials may be obtained at no
charge by directing a request by mail to MacKenzie Partners, Inc., 105
Madison Avenue, New York, New York 10016, or by calling toll-free at (800)
322-2885, and may also be obtained at no charge at http://www.cbscorporation.com
and http://www.cnetnetworks.com and the website maintained by the SEC at
http://www.sec.gov.
DISCLOSURE NOTICE: The information contained in this release is as of
May 23, 2008. Except as required by law, CBS does not assume any obligation
to update any forward-looking statements contained in this release as a
result of new information or future events or developments. Some statements
in this release may constitute forward-looking statements. CBS cautions
that these forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially from those
indicated in the forward-looking statements, including the risk that the
tender offer may not be completed or the merger may not be consummated for
various reasons, including the failure to satisfy the conditions precedent
to the completion of the acquisition. A further list and description of
risks and uncertainties can be found in CBS' Annual Report on Form 10-K for
the fiscal year ended December 31, 2007 and in its periodic reports on
Forms 10-Q and 8-K.
SOURCE CBS Corporation
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Related links:
http://www.cbscorporation.com
http://www.cnetnetworks.com
http://www.prnewswire.com/comp/185007.html/
CONTACT:
Press Contacts: Gil Schwartz,
+1-212-975-2121, gdschwartz@cbs.com, or Dana McClintock,
+1-212-975-1077, dlmcclintock@cbs.com; Investor Relations
Contacts: Marty Shea, +1-212-975-8571, marty.shea@cbs.com, or
Debra Wichser, +1-212-975-3718, debra.wichser@cbs.com all of CBS
Corporation
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