SAN FRANCISCO, Mar 13, 2008 (BUSINESS WIRE) -- CNET Networks, Inc. (Nasdaq:CNET) today issued the following
statement regarding the Delaware Court of Chancery ruling on a motion
brought by a group led by hedge fund JANA Partners, LLC to nominate
directors and to amend the Company's by-laws:
We are reviewing the Court's written opinion and are considering
an appeal. We are defending the litigation brought by JANA
Partners because we believe that it is not in the best
interests of our stockholders to undertake a costly and
disruptive proxy contest initiated by JANA Partners that does
not comply with the Company's by-laws in place since the
Company's initial public offering. We also do not believe that
it is in the best interests of our stockholders for JANA
Partners to seek to secure control of the Company without
providing any premium.
If JANA Partners is ultimately permitted to submit its proposals
for consideration at the Company's annual meeting this summer,
we would look forward to continuing to discuss the Company's
plans to focus on driving long-term growth and realizing the
full potential of CNET Networks' brands for the benefit of all
stockholders. Notably, for JANA to secure the election of more
than two directors, it would require a super majority vote of
66.67%. The CNET Networks' board and management team will
continue to act in the best interests of the Company and all
stockholders.
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
Joele Frank, Wilkinson Brimmer Katcher
Media / Investors:
Andy Brimmer / James Golden, 212-355-4449 ext. 121