SAN FRANCISCO--(BUSINESS WIRE)--March 17, 2008--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.
CONTACT:
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
SOURCE: CNET Networks, Inc.