NEW YORK (AP) - Media and entertainment company CBS Corp. is buying CNet
Networks Inc., an online news and information provider, for $1.8 billion in cash
in its latest bid to expand its reach on the Internet, the companies announced
Thursday.
The price of $11.50 per share represents a massive premium of 45 percent
over CNet's closing stock price on Wednesday, and appears to get CNet out of a
nasty battle with one of its largest shareholders, which had been agitating for
a shakeup at the company after its stock slumped.
CNet shares jumped $3.48, or 44 percent, to $11.43 in morning trading
Thursday. Investors didn't see the deal as positively for CBS, and pushed that
company's shares down 89 cents, or 3.6 percent, to $23.93. Citigroup analyst
Jason Bazinet said in a note that the "pricing risk is high" for CBS.
CBS's CEO Leslie Moonves told reporters on a conference call that acquiring
access to CNet's large online audience in order to distribute media content from
CBS was "a large part" of CBS' motivation in going after the San Francisco-based
online company.
"Our idea is to have our content wherever, whenever you can get it, and
adding CNet just makes that happen faster," Moonves said.
Despite the high premium CBS is paying for CNet, CBS's chief financial
officer Fred Reynolds called the price "fair" said the acquisition would
immediately add to CBS's earnings. CBS will fund the acquisition with cash on
hand.
CNet was an early pioneer on the Internet, but its executives have faced
harsh criticism from dissident investors in recent months who say the technology
news and entertainment company should be doing more to restore the $1 billion in
shareholder value that has disappeared since December 2005.
CNet is known for technology reviews, news and advice but has also expanded
into entertainment areas with a stable of sites that includes ZDNet,
GameSpot.com, TV.com, mp3.com. It also owns the highly valuable Internet domain
name News.com.
Moonves said he saw opportunities for distributing CBS news, music and other
content on CNet's online outlets, and also for tapping CNet's significant online
advertising sales operation to boost over ad growth for the media company.
CBS's chief of interactive business Quincy Smith has been moving
aggressively to find new online outlets for its entertainment programming as
more people shift their media consumption from traditional outlets like TV and
radio to the Internet.
On Wednesday, CBS announced a partnership with Eqal, the company that came
up with the online video hits "lonelygirl15" and "KateModern," to work on video
programming that's integrated across broadcast television, online and mobile
media platforms such as cell phones.
The acquisition, expected to close in the third quarter after shareholder
and regulatory approval, would make CBS one of the 10 most popular Internet
companies in the U.S., with 54 million unique visitors a month and approximately
200 million uses worldwide, CBS said.
CBS, which is also a major radio broadcaster, inked a deal in March to
provide audio programming from all 140 of its radio stations to Time Warner
Inc.'s AOL music service.
A group of investors led by the hedge fund Jana Partners LLC has led a proxy
fight to get a slate of directors elected to the CNet board. They say CNet's
management failed to take advantage of the company's online presence to grow
revenue in line with the online advertising market.
A Jana Partners spokesman declined to comment on the CBS announcement.
CNet recently reported a narrower first-quarter loss and said revenue grew
by 2.6 percent to $91.4 million.
The company was founded in 1992 by Shelby Bonnie and Halsey Minor. Bonnie
was chief executive until 2006, when he resigned amid an accounting scandal
related to the timing of stock option grants. To clean up that mess, CNet took
non-cash charges of $105.7 million during the 10 years ending in 2005 and
restated its financial statements.
Bonnie, one of the company's largest holders, still owns about 10.1 million
shares. The sale would give him a windfall of $116.2 million. The stake was
worth more than three-quarters of a billion in 1999, when CNet shares traded as
high as $79 at the height of the technology bubble.
AP Business Writer Seth Sutel in New York contributed to this report.
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