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June 20, 2008, with a total of approximately 119.2 million shares of CNET common stock being validly tendered and not withdrawn (including approximately 10.8 million shares subject to guarantees of delivery), representing approximately 78% of all outstanding shares. All shares that were validly tendered and not properly withdrawn on or prior to that time have been accepted for purchase.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under the Securities Exchange Act of 1934, as amended, shares tendered during the subsequent offering period may not be withdrawn.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