NEW YORK, June 26 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE:
CBS.A and CBS) announced today that it has completed its tender offer for
all outstanding shares of common stock of CNET Networks, Inc. (Nasdaq:
CNET). CBS intends to complete the acquisition in the next few business
days.
The initial offering period expired at 12:00 Midnight, ET, on Friday,
June 20, 2008. A subsequent offering period commenced on Monday, June 23,
2008, and expired at 12:00 Midnight, ET, on Wednesday, June 25, 2008. As of
that time, approximately 117.9 million shares were validly tendered and
accepted for purchase pursuant to the offer. CBS Corporation will promptly
pay for 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.
After payment for the shares, CBS will own, in total, approximately 78% of
the outstanding shares of CNET common stock.
CBS Corporation intends to effect a "short-form" merger under Delaware
law, after exercising its top-up option under the merger agreement, and
CNET will become a direct, wholly-owned subsidiary of CBS Corporation. As a
result of the merger, any shares of CNET common stock not tendered will be
cancelled and (except for shares held by CBS Corporation or its
subsidiaries, or shares for which appraisal rights are properly demanded)
will be converted into the right to receive the same $11.50 in cash per
share, without interest and less any required withholding taxes, that was
paid in the tender offer.
Following the merger, CNET common stock will cease to be traded on the
NASDAQ Global Market.
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 26, 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/965075.html /
CONTACT:
Press, Dana McClintock, +1-212-975-1077,
dlmcclintock@cbs.com, Andrea Prochniak, +1-212-975-0053,
andrea.prochniak@cbs.com, or Investor Relations, Marty Shea,
+1-212-975-8571, marty.shea@cbs.com, Debra Wichser,
+1-212-975-3718, debra.wichser@cbs.com
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