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CBS tenders for all outstanding shares of CNET Networks
By Susanna Moon
Chicago, May 23 - CBS Corp. said it began 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 offer is scheduled to expire at midnight ET on June 20.
The tender offer is being made under the company's May 23 purchase offer and its agreement and plan of merger, dated May 15, by and among CBS, Ten Acquisition Corp., a wholly-owned subsidiary of CBS, and CNET Networks.
The tender offer and merger are subject to shareholder approval and other 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.
CBS said on May 15 that it would acquire CNET Networks, Inc. via an $11.50-per-share cash tender offer in a deal valued at some $1.8 billion.
CNET's board of directors unanimously approved the merger agreement and recommends its stockholders tender their shares, according to a CBS news release.
A $35 million termination fee is included in the agreement, it was reported in a form 8-K filing with the Securities and Exchange Commission.
The transaction is expected to be completed in the third quarter of 2008.
CBS said with the acquisition, it will become one of the 10 most popular internet companies in the United States with an estimated 200 million users worldwide.
"Together, CBS and CNET Networks will have significant additional exposure to the fastest- growing advertising sector and can accelerate our growth through a number of new content, promotion and advertising initiatives," CBS president and chief executive officer Leslie Moonves said in the release.
BNY Mellon Shareowner Services is the depositary. Citigroup Global Markets Inc. and UBS Investment Bank are dealer managers. MacKenzie Partners, Inc. is the information agent.
San Francisco-based CNET is an interactive media company. CBS is a mass media company based in New York.
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