CBS Corporation (NYSE:CBS.A and) (NYSE:CBS) announced today that it has completed its tender offer for all outstanding shares of common stock of CNET Networks, Inc. (NASDAQ:CNET). CBS intends to complete the acquisition in the next few business days.
The initial offering period expired at 12:00 Midnight, ET, on Friday, June 20, 2008. A subsequent offering period commenced on Monday, June 23, 2008, and expired at 12:00 Midnight, ET, on Wednesday, June 25, 2008. As of that time, approximately 117.9 million shares were validly tendered and accepted for purchase pursuant to the offer. CBS Corporation will promptly pay for 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. After payment for the shares, CBS will own, in total, approximately 78% of the outstanding shares of CNET common stock.
CBS Corporation intends to effect a “short-form” merger under Delaware law, after exercising its top-up option under the merger agreement, and CNET will become a direct, wholly-owned subsidiary of CBS Corporation. As a result of the merger, any shares of CNET common stock not tendered will be cancelled and (except for shares held by CBS Corporation or its subsidiaries, or shares for which appraisal rights are properly demanded) will be converted into the right to receive the same $11.50 in cash per share, without interest and less any required withholding taxes, that was paid in the tender offer.
Following the merger, CNET common stock will cease to be traded on the NASDAQ Global Market.
