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 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 www.cbscorporation.com and
www.cnetnetworks.com and the website maintained by the SEC at 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
