CNET Networks to Appeal Delaware Chancery Court Decision
March 17 2008 - 4:54PM
Business Wire
CNET Networks, Inc. (Nasdaq:CNET) today announced that it is
appealing to the Delaware Supreme Court the decision by the
Delaware Chancery Court regarding its by-law provisions relating to
stockholder proposals and director nominations. CNET Networks said
that it continues to believe that its by-law provisions, which were
approved by stockholders and have been in place since the Company�s
IPO, are fully applicable to hedge fund JANA Partners, LLC�s
proposals, and are valid and in the best interests of stockholders.
The Company also said that the lower court decision incorrectly
calls into question the by-laws of a large number of companies with
the same or similar by-law provisions. CNET Networks is pursuing
the appeal because it does not believe that a costly and disruptive
proxy contest initiated by JANA Partners is in the best interests
of its stockholders and because it believes that JANA Partners
should not be allowed to seek to secure control of the Company
without providing any premium. As previously noted, if the group
led by JANA Partners is ultimately permitted to submit its
proposals for consideration at the Company�s Annual Meeting of
Stockholders this summer, it would need a super majority vote of
66.67% in order to put up more than two directors. About CNET
Networks, Inc. CNET Networks, Inc. (Nasdaq:CNET) is an interactive
media Company that builds brands for people and the things they are
passionate about, such as gaming, music, entertainment, technology,
business, food, and parenting. The Company's leading brands include
BNET, CHOW, CNET, GameSpot, and TV.com. Founded in 1992, CNET
Networks has a strong presence in the US, Asia, and Europe.
IMPORTANT INFORMATION / SOLICITATION PARTICIPANTS LEGEND CNET
Networks and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of CNET Networks in connection with the upcoming
annual meeting of stockholders. Information regarding the special
interests of these directors and executive officers in connection
with the matters to be voted on at the annual meeting will be
included in the proxy statement filed by CNET Networks in
connection with the annual meeting. In addition, CNET Networks
files annual, quarterly and special reports, proxy and information
statements, and other information with the Securities and Exchange
Commission (the �SEC�). These documents are available free of
charge at the SEC�s web site at www.sec.gov or from CNET Networks
at www.cnetnetworks.com. STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN
IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION.
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