NEW YORK, June 23 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE:
CBS.A and CBS) announced today that it has successfully completed the
initial offering period of its tender offer for all outstanding shares of
common stock of CNET Networks, Inc. (Nasdaq: CNET). Approximately 78% of
the outstanding shares of common stock of CNET have been tendered, which
will make CNET a majority owned subsidiary of CBS Corporation.
The initial offering period and withdrawal rights expired at 12:00
midnight, ET, on Friday, June 20, 2008, with a total of approximately 119.2
million shares of CNET common stock being validly tendered and not
withdrawn (including approximately 10.8 million shares subject to
guarantees of delivery), representing approximately 78% of all outstanding
shares. All shares that were validly tendered and not properly withdrawn on
or prior to that time have been accepted for purchase. CBS Corporation will
promptly issue payment for all such shares, at the offer price of $11.50
per share, net to the seller in cash, without interest and less any
required withholding taxes.
Upon acceptance for payment of, and payment for, the tender offer
shares, the merger agreement grants CBS Corporation the right to designate
a number of individuals to the CNET Board of Directors who, following their
election, will constitute a majority of the CNET Board of Directors.
CBS Corporation also announced today that its wholly owned subsidiary,
Ten Acquisition Corp., has commenced a subsequent offering period to
acquire all of the remaining untendered shares of common stock of CNET. The
subsequent offering period will expire at 12:00 midnight, ET, on Wednesday,
June 25, 2008, unless extended. During this subsequent offering period,
holders of shares of CNET common stock who did not previously tender their
shares into the offer may do so, and Ten Acquisition Corp. will promptly
purchase any shares properly tendered, for the same consideration (without
interest) paid in the initial offering period of the tender offer.
Procedures for tendering shares during the subsequent offering period are
the same as during the initial offering period, with two exceptions: (1)
shares cannot be delivered by the guaranteed delivery procedure and (2)
pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as
amended, shares tendered during the subsequent offering period may not be
withdrawn. CBS Corporation and Ten Acquisition Corp. reserve the right to
extend the subsequent offering period in accordance with applicable law.
After the expiration of the subsequent offering period, CBS Corporation
will acquire all of the remaining outstanding shares of CNET common stock
through a merger under Delaware law. With the purchase of shares in the
tender offer, CBS will have sufficient voting power to approve the merger
without the affirmative vote of any other CNET stockholder. As a result of
this merger, CNET will become a wholly-owned subsidiary of CBS Corporation,
and each outstanding share of CNET common stock will be cancelled and
(except for shares held by CBS or Ten Acquisition Corp., or shares for
which appraisal rights are properly demanded) will be converted into the
right to receive the same consideration, without interest, received by
holders who tendered in the tender offer. Thereafter, CNET common stock
will cease to be traded on the NASDAQ Global Market.
MacKenzie Partners, Inc. is the Information Agent for the tender offer.
For questions and information regarding the tender offer and the subsequent
offering period, please call MacKenzie Partners, Inc. at (800) 322-2885
(toll-free).
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. CBS
Corporation, 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 has been made pursuant to
a tender offer statement and related materials. CNET 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 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 have been mailed to
all CNET 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
June 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
 back to top
Related links:
http://www.cbscorporation.com
http://www.cnetnetworks.com
CONTACT:
Press Contacts: Gil Schwartz,
+1-212-975-2121, gdschwartz@cbs.com, Dana McClintock,
+1-212-975-1077, dlmcclintock@cbs.com, Investor Relations
Contacts: Marty Shea, +1-212-975-8571, marty.shea@cbs.com, Debra
Wichser, +1-212-975-3718, debra.wichser@cbs.com
|
