CBS Corporation announced today that it has successfully completed the initial offering period of its tender offer for all outstanding shares of common stock of CNET Networks, Inc.. Approximately 78% of the outstanding shares of common stock of CNET have been tendered, which will make CNET a majority owned subsidiary of CBS Corporation.
The initial offering period and withdrawal rights expired at 12:00 midnight, ET, on Friday, June 20, 2008, with a total of approximately 119.2 million shares of CNET common stock being validly tendered and not withdrawn (including approximately 10.8 million shares subject to guarantees of delivery), representing approximately 78% of all outstanding shares. All shares that were validly tendered and not properly withdrawn on or prior to that time have been accepted for purchase. CBS Corporation will promptly issue payment for all such shares, at the offer price of $11.50 per share, net to the seller in cash, without interest and less any required withholding taxes.
Upon acceptance for payment of, and payment for, the tender offer shares, the merger agreement grants CBS Corporation the right to designate a number of individuals to the CNET Board of Directors who, following their election, will constitute a majority of the CNET Board of Directors.
CBS Corporation also announced today that its wholly owned subsidiary, Ten Acquisition Corp., has commenced a subsequent offering period to acquire all of the remaining untendered shares of common stock of CNET. The subsequent offering period will expire at 12:00 midnight, ET, on Wednesday, June 25, 2008, unless extended. During this subsequent offering period, holders of shares of CNET common stock who did not previously tender their shares into the offer may do so, and Ten Acquisition Corp. will promptly purchase any shares properly tendered, for the same consideration (without interest) paid in the initial offering period of the tender offer. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, with two exceptions: (1) shares cannot be delivered by the guaranteed delivery procedure and (2) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, shares tendered during the subsequent offering period may not be withdrawn. CBS Corporation and Ten Acquisition Corp. reserve the right to extend the subsequent offering period in accordance with applicable law.
After the expiration of the subsequent offering period, CBS Corporation will acquire all of the remaining outstanding shares of CNET common stock through a merger under Delaware law. With the purchase of shares in the tender offer, CBS will have sufficient voting power to approve the merger without the affirmative vote of any other CNET stockholder. As a result of this merger, CNET will become a wholly-owned subsidiary of CBS Corporation, and each outstanding share of CNET common stock will be cancelled and (except for shares held by CBS or Ten Acquisition Corp., or shares for which appraisal rights are properly demanded) will be converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, CNET common stock will cease to be traded on the NASDAQ Global Market.
Source: CBS Corporation
So, CNet stories going to start to take a sensationalized liberal slant? If they are smart, CBS will leave it well enough alone….
And Mac (and other Apple product users) care about this because???
(OK, we all know that CNET gets their facts right less often than a blind pig finds an acorn. I still don’t care.)
Yeah, CNET’s already crappy enough without any help from CBS.
Pigs have a great snout. I bet even blindfolded they can find their share of acorns. Back to the story, giving CNet access to another room with 1 million monkeys and 1 million typewriters, well that’s got to double their odds of writing a good story!
I hope that CBS does for CNet what they did for Fender back in the 60’s and 70’s etc.
Which was ‘screw the pooch’ until almost dead.
So does this mean there will be more ‘BS’ in CNet?
I hope that CBS…screw…CNet…until….dead
Fixed it for you.
–
BTW, Fender came back from the near dead — like another company we know.
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so clever… say what you will, but cnet has decent content.. and certainly much more accurate that macnn..
c.o.n.,
…cnet has decent content… when writing about Windows.
…certainly much more accurate that macnn… but, not when writing about Macs.
I think CNET has been very fair with Mac content recently… have you read recent reviews?
http://www.cnet.com/4244-5_1-0.html?query=imac&tag=srch&target=nw
Some of the people who go to CNET are mac haters, but the reviews are actually pretty positive…
They’ll acquire control but the moment will not be tender.
“less often than a blind pig finds an acorn.”
Pigs eat acorns??? Squirrel maybe you meant?
“Such large mammals as pigs, bears, and deer also consume large amounts of acorns: they may constitute up to 25% of the diet of deer in the autumn.[1]”
1. Gen. Tech. Rep. PSW-44, USDA, Forest Service, Pac. S.W. Forest and Range Experiment Station, Berkeley, California, pp. 184-194.
(http://en.wikipedia.org/wiki/Acorn)
CNet has traditionally been a very hostile source for Mac news. The damage to their ‘rep’ might not be fixable.
We’ll see.
@Riddler…. you could have also said this and been fairly accurate.
“CBS has traditionally been a very hostile source for news. The damage to their ‘rep’ might not be fixable.
We’ll see.”
Exchanging ‘traditionally’ for ‘currently’, would be fair and accurate. But, I do recognize where you’re going with this.