SAN FRANCISCO, Jan 11, 2008 (BUSINESS WIRE) -- CNET Networks, Inc. (Nasdaq: CNET) announced today that its Board
of Directors adopted a Stockholder Rights Plan in which one preferred
stock purchase right will be distributed as a dividend on each common
share held of record as of the close of business on January 21, 2008
(the "Rights").
The Rights Plan is designed to deter coercive takeover tactics and
to prevent an acquiror from gaining control of the Company without
offering a fair price to all of the Company's stockholders. The Rights
will not prevent a takeover, but should encourage anyone seeking to
acquire the Company to negotiate with the Board of Directors prior to
attempting a takeover.
Each Right, if and when it becomes exercisable, entitles the
holder to buy one one-thousandth of a share of a new series of junior
participating preferred stock for $35.00. If any person or group
becomes the beneficial owner of 15% or more of the Company's common
stock at any time after the date of the Rights Plan (with certain
limited exceptions), then each Right not owned by such holder will
entitle its holder to purchase, at the Right's then-current exercise
price, common shares having a market value of twice the Right's
then-current exercise price. In addition, if, after any person has
become a 15% or more stockholder, the Company is involved in a merger
or other business combination transaction with another person, each
Right will entitle its holder (other than such 15% or more
stockholder) to purchase, at the Right's then-current exercise price,
common shares of the acquiring company having a value of twice the
Right's then-current exercise price.
Further details about the Rights Plan will be contained in a Form
8-K to be filed with the Securities and Exchange Commission by the
Company.
Safe Harbor
This press release includes forward-looking information and
statements that are subject to risks and uncertainties that could
cause actual results to differ materially. These statements are only
effective as of the date of this press release and CNET Networks
undertakes no duty to publicly revise or update these forward-looking
statements, whether as a result of new information, future
developments or otherwise. The forward-looking statements in this
release are identified by the words "expect," "estimate," "target,"
"believe," "goal," "anticipate," "intend" and similar expressions or
are otherwise identified in the context in which they are made as
being forward-looking. These statements are only effective as of the
date of this release and we undertake no duty to publicly update these
forward-looking statements, whether as a result of new information,
future developments or otherwise. The risks and uncertainties that
could cause actual results to differ materially from those projected
include: a lack of growth or a decrease in marketing spending on the
Internet due to failure of marketers to adopt the Internet as an
advertising medium at the rate that we currently anticipate; a lack of
growth or decrease in marketing spending on CNET Networks' properties
in particular, which could be prompted by competition from other media
outlets, both on and off the Internet; dissatisfaction with CNET
Networks' services, or economic difficulties in our clients'
businesses; an increase in the competitiveness of the market for
qualified employees or changes in our stock price or volatility, both
of which could increase our estimated stock compensation expenses;
economic conditions such as weakness in corporate or consumer
spending, which could prompt a reduction in overall advertising
expenditures or expenditures specifically on our properties; the
failure of existing advertisers to meet or renew their advertising
commitments as we anticipate, which would cause us to not meet our
financial projections; the failure to attract advertisers outside of
our traditional technology and consumer electronics categories, which
would cause us to not meet our financial projections; a continued
decline in revenues from our print publications as advertising dollars
shift to other media; the acquisition of businesses or the launch of
new lines of business, which could decrease our cash position,
increase operating expense, and dilute operating margins; an increase
in intellectual property licensing fees, which could increase
operating expense, including amortization; the risk of future
impairment of our intangible assets, goodwill or investments based on
a decline in our business or investments; and general risks associated
with our business. For additional discussion regarding the risks
related to CNET Networks' business, see its Annual Report on Form 10-K
for the year ended December 31, 2006 and subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, including disclosures
under the captions "Risk Factors" and "Management's Discussion and
Analysis of Financial Conditions and Results of Operations," which are
filed with the Securities and Exchange Commission and are available on
the SEC's website at www.sec.gov.
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.
SOURCE: CNET Networks, Inc.
CNET Networks, Inc.
(Media)
Sarah Cain, 415-344-2218
sarah.cain@cnet.com
OR
(Investors)
Cammeron McLaughlin, 415-344-2844
cammeron.mclaughlin@cnet.com
OR
Joele Frank, Wilkinson Brimmer Katcher
James Golden/Joele Frank, 212-355-4449 ext. 121