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CBS Corporation Commences Tender Offer for All Outstanding Shares of CNET Networks, Inc. - May 27 2008 12:44AM
Friday, May 23, 2008 5:21 PM


CBS Corporation Commences Tender Offer for All Outstanding Shares of CNET Networks, Inc. ment 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.



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