CBS Corporation Successfully Completes the Initial Offering Period of its Tender Offer and Will Acquire Control of CNET Networks
June 23 2008 - 8:43AM
PR Newswire (US)
NEW YORK, June 23 /PRNewswire-FirstCall/ -- CBS Corporation
(NYSE:CBS.A andNYSE:CBS) announced today that it has successfully
completed the initial offering period of its tender offer for all
outstanding shares of common stock of CNET Networks, Inc.
(NASDAQ:CNET). Approximately 78% of the outstanding shares of
common stock of CNET have been tendered, which will make CNET a
majority owned subsidiary of CBS Corporation. The initial offering
period and withdrawal rights expired at 12:00 midnight, ET, on
Friday, June 20, 2008, with a total of approximately 119.2 million
shares of CNET common stock being validly tendered and not
withdrawn (including approximately 10.8 million shares subject to
guarantees of delivery), representing approximately 78% of all
outstanding shares. All shares that were validly tendered and not
properly withdrawn on or prior to that time have been accepted for
purchase. CBS Corporation will promptly issue payment for all 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.
Upon acceptance for payment of, and payment for, the tender offer
shares, the merger agreement grants CBS Corporation the right to
designate a number of individuals to the CNET Board of Directors
who, following their election, will constitute a majority of the
CNET Board of Directors. CBS Corporation also announced today that
its wholly owned subsidiary, Ten Acquisition Corp., has commenced a
subsequent offering period to acquire all of the remaining
untendered shares of common stock of CNET. The subsequent offering
period will expire at 12:00 midnight, ET, on Wednesday, June 25,
2008, unless extended. During this subsequent offering period,
holders of shares of CNET common stock who did not previously
tender their shares into the offer may do so, and Ten Acquisition
Corp. will promptly purchase any shares properly tendered, for the
same consideration (without interest) paid in the initial offering
period of the tender offer. Procedures for tendering shares during
the subsequent offering period are the same as during the initial
offering period, with two exceptions: (1) shares cannot be
delivered by the guaranteed delivery procedure and (2) pursuant to
Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as
amended, shares tendered during the subsequent offering period may
not be withdrawn. CBS Corporation and Ten Acquisition Corp. reserve
the right to extend the subsequent offering period in accordance
with applicable law. After the expiration of the subsequent
offering period, CBS Corporation will acquire all of the remaining
outstanding shares of CNET common stock through a merger under
Delaware law. With the purchase of shares in the tender offer, CBS
will have sufficient voting power to approve the merger without the
affirmative vote of any other CNET stockholder. As a result of this
merger, CNET will become a wholly-owned subsidiary of CBS
Corporation, and each outstanding share of CNET common stock will
be cancelled and (except for shares held by CBS or Ten Acquisition
Corp., or shares for which appraisal rights are properly demanded)
will be converted into the right to receive the same consideration,
without interest, received by holders who tendered in the tender
offer. Thereafter, CNET common stock will cease to be traded on the
NASDAQ Global Market. MacKenzie Partners, Inc. is the Information
Agent for the tender offer. For questions and information regarding
the tender offer and the subsequent offering period, please call
MacKenzie Partners, Inc. at (800) 322-2885 (toll-free). 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 http://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 http://www.cbscorporation.com/ and
http://www.cnetnetworks.com/ and the website maintained by the SEC
at http://www.sec.gov/. DISCLOSURE NOTICE: The information
contained in this release is as of June 23, 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. DATASOURCE: CBS Corporation CONTACT: Press
Contacts: Gil Schwartz, +1-212-975-2121, , Dana McClintock,
+1-212-975-1077, , Investor Relations Contacts: Marty Shea,
+1-212-975-8571, , Debra Wichser, +1-212-975-3718, Web site:
http://www.cbscorporation.com/ http://www.cnetnetworks.com/
Copyright
ZW Data Action Technolog... (NASDAQ:CNET)
Historical Stock Chart
From Jun 2024 to Jul 2024
ZW Data Action Technolog... (NASDAQ:CNET)
Historical Stock Chart
From Jul 2023 to Jul 2024