CBS to Acquire CNET for $1.8 Billion

Just hitting the wires -- CBS to acquire CNET for $1.8 billion. There's a call at 8:30AM and we will cover the call live. Ashkan called this one almost down to the exact price.

Update: Check out our live notes from the conference call.

CNET shareholders would receive $11.50 a share if the deal closes. This amount represents a 45% premium to Wednesday's closing price and above any price at which the stock has traded in about two years. Shares of CNET rose 42% to $11.30 in recent premarket activity, while CBS' stock fell 3% to $24.10.

This deal would bring more technology content to the airwaves. No, I doubt we will see Rafe Needleman calling the next Giants-49ers game, but what we might see is shows like Natali DelConte's Loaded appear on any of the CBS television networks. I can see strong online-tv convergence with this deal.

Here's the release:

CBS to Become a Top Ten U.S. Internet Company with Unparalleled Content and Reach, Boasting Approximately 200 Million Monthly Unique Users Worldwide CNET Networks' CNET, ZDNet, GameSpot.com, TV.com, CNET News, UrbanBaby, BNET, CHOW and Search.com, Among Others, To Be Combined with CBS Corporation's National and Local Interactive Businesses

NEW YORK and SAN FRANCISCO, May 15 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE: CBS.A and CBS) has entered into an agreement to acquire CNET Networks, Inc., it was announced today by Leslie Moonves, President and Chief Executive Officer, CBS Corporation. Under the terms of the agreement, CBS will make a cash tender offer for all issued and outstanding shares of CNET Networks for $11.50 per share, representing an equity value of approximately $1.8 billion. The acquisition will make CBS one of the 10 most popular Internet companies in the United States, with a combined 54 million unique users per month, and approximately 200 million users worldwide.

"There are very few opportunities to acquire a profitable, growing, well-managed Internet company like CNET Networks," said Moonves. "CBS stands for premium content and unparalleled reach, and CNET Networks will add a tremendous platform to extend our complementary entertainment, news, sports, music and information content to a whole new global audience. Together, CBS and CNET Networks will have significant additional exposure to the fastest- growing advertising sector and can accelerate our growth through a number of new content, promotion and advertising initiatives. We could not be more pleased with the prospect of adding CNET Networks and its tremendous team of people to the CBS family. I look forward to working with Quincy Smith, Neil Ashe and the considerable combined talent at both companies, as we build upon our success."

Based in San Francisco, CNET Networks owns many of the Internet's leading entertainment, news and information sites including CNET, ZDNet, GameSpot.com, TV.com, mp3.com, CNET news.com, UrbanBaby, CHOW, Search.com, BNET, MySimon and TechRepublic. The company, which reported significant profits in 2007 on revenues of $406 million, has a large international footprint, particularly in China.

Upon closing, CNET Networks' sites will be combined with CBS's stable of dynamic and growing interactive businesses. These include CBS.com, CBSSports.com, CBSCollegeSports.com, MaxPreps.com, CBSNews.com, last.fm, Wallstrip, MobLogic, CBS Radio and CBS Television Stations digital media platforms, and the distribution network of the CBS Audience Network, which is made up of more than 300 partner Web sites and reaches 82% of all online users in the United States.

"The core businesses of CNET Networks and CBS Interactive represent near perfect category symmetry in premium online content," said Quincy Smith, President, CBS Interactive. "Together we will have a terrific opportunity to not only grow our established businesses, but to build new attractive verticals of content as well. This is the beginning of an era for both CBS and CNET Networks; plus, it's going to be great to work with Neil and his team, many of whom I have known for many years."

"We're thrilled to join CBS and combine our interactive media experience with CBS's world-class content," said Neil Ashe, Chief Executive Officer, CNET Networks, Inc. "CNET Networks operates some of the most important premium online brands, serving the most sought after online audiences. Today's announcement brings together two organizations that complement each other and working with Leslie, Quincy and the talented people at CBS, we look forward to taking our business and our brands to the next level."

"We look forward to completing the acquisition of CNET Networks and the terrific benefits it brings to CBS as Quincy, Neil and their combined teams build upon our success," Moonves concluded. "At the same time our strong cash flow allows us to pay among the highest dividends in the industry, and we are committed to continue to pay our attractive dividend to return value to shareholders."

The Board of Directors of CNET Networks has unanimously approved the merger agreement and unanimously recommends that CNET Networks stockholders accept the tender offer and tender their shares.

The transaction is subject to customary conditions and is expected to be completed in the third quarter of this year.