CNET Networks Responds to Announcement and Filing by Group Led by JANA Partners
January 07 2008 - 11:02AM
Business Wire
CNET Networks, Inc. (Nasdaq:CNET) today issued the following
statement regarding a January 7 press release and SEC filing by a
group led by hedge fund JANA Partners, LLC stating its intent to
submit proposals, among other things, to amend the Company's
by-laws to increase the size of the board of directors to 13 and to
nominate seven directors to stand for election at the 2008 Annual
Meeting of Stockholders. The Company carefully reviewed JANA
Partners' proposal and determined that it is improper under the
Company's by-laws. CNET Networks' governance processes and by-laws
are intended to enable all stockholders having a legitimate
interest in enhancing the Company's value over time to submit
proposals, and to prevent short-term stockholders without standing
from using the Company's established governance procedures in order
to further their individual agenda. Furthermore, the Company
believes that no person or group of persons should be able to gain
a majority of the Board and control of the Company without offering
sufficient value to all stockholders. CNET Networks is the 9th
largest Internet network in the world and an industry pioneer.
Under new management, since 2007, CNET Networks has made
significant strategic, financial, personnel and operational
progress. The Company has sharpened its focus on core brands,
disposed of underperforming assets, recruited industry leaders to
replace almost half of its executive management team, made
strategic acquisitions solidifying the Company's leadership in key
categories and geographies, and added two independent members to
its Board. CNET Networks continues to execute on its strategy to
drive long-term growth by realizing the full potential of its
brands and pursuing new growth opportunities. CNET Networks' board
and management team have been and remain intensely focused on
acting in the best interests of the Company and creating value for
all stockholders. CNET Network's board of directors is comprised of
eight directors, seven of whom are independent. The management team
is fully supported by the Board of Directors in these efforts.
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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