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.