CNET Networks Responds to Announcement and Filing by Group Led by JANA Partners
SAN FRANCISCO--(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.
