EXHIBIT 1
JANA PARTNERS PROPOSES NEW BOARD MEMBERS FOR CNET NETWORKS
BOARD NOMINEES WILL SEEK TO ADDRESS UNDERPERFORMANCE
BY BUILDING ON CNET'S STRENGTHS
NEW YORK - JANUARY 7, 2008 -- JANA Partners LLC ("JANA") announced today that an
affiliate has notified CNET Networks, Inc. (Nasdaq: CNET) that it will nominate
seven people for election to CNET's Board of Directors at the next annual
shareholders meeting. JANA has collaborated with Paul Gardi of Alex Interactive
Media and with venture capital firm Spark Capital to select a slate of directors
it believes has the industry expertise and proven talent needed to revitalize
CNET, which JANA believes has significantly lagged peers in value creation and
performance. JANA and its partners currently beneficially own approximately 8%
of CNET's voting stock and JANA has an additional approximately 8% non-voting
economic interest in CNET. Sandell Asset Management Corp., which has agreed to
support JANA's effort, has a separate approximately 5% non-voting economic
interest.
JANA Managing Partner Barry Rosenstein said, "This effort is about taking an
underperforming company and increasing shareholder value by building on its
top-notch editorial talent and premier internet assets. Together with Paul Gardi
and Spark Capital, we have assembled a group of nominees we believe has the
technical skills and business experience to reverse CNET's ongoing
underperformance and start delivering value for shareholders."
Tom Sandell, CEO of Sandell Asset Management said, "We are pleased to support
JANA in this effort to improve the performance and ultimately the valuation of
CNET to the benefit of all shareholders. The depth and experience of the team
that JANA has assembled is impressive and well matched for the challenge of
turning around the poor performance at CNET."
Despite owning leading web properties including technology, food and gaming
review franchises, CNET has failed in recent years to create shareholder value.
In 2007, CNET shares rose less than 1% versus gains of approximately 15% for
CNET's stated benchmark, the Interactive Week Internet Index, and 10% for the
Nasdaq Index. For the three years through 2007, CNET shares fell approximately
19% versus gains of approximately 32% for the Interactive Week Internet Index
and 22% for the Nasdaq Index.
JANA's board nominees intend to create a stronger, more profitable company
through:
o MAXIMIZING CORE STRENGTHS: Despite the unparalleled quality of its
editorial content and staff, JANA believes CNET has not been able to
leverage these assets to increase shareholder value. JANA's nominees
if elected will use their combined experience in seeking to
substantially grow CNET's core business.
o DRIVING TRAFFIC AND INCREASING REVENUES: JANA's nominees if elected
will seek to broaden the reach of CNET's properties by implementing
intent-driven media strategies that better connect consumers with
relevant content, which in turn will enhance revenue realization
through optimized ad serving.
o FOCUSING ON ROI AND KEY METRICS: JANA's nominees if elected will bring
a disciplined, return on investment-oriented approach to CNET's Board
of Directors, which JANA believes has pursued growth through expensive
non-strategic acquisitions and investments but has not delivered
significant organic growth in CNET's core business.
The following two individuals will be nominated to replace the two directors who
will stand for re-election at the 2008 annual meeting of shareholders:
o PAUL GARDI - Managing Member, Alex Interactive Media. Former CEO of
IAC Advertising Solutions; former EVP, GM for Ask Jeeves, Inc., where
he led Operations and Strategic Planning; former President and COO of
Teoma Technologies, Inc. He has been instrumental in evaluating CNET's
operations and developing recommendations for improving performance
and creating value should JANA's nominees be elected.
o SANTO POLITI - Founder and General Partner of Spark Capital. Former
Partner at Charles River Ventures; former President of New Media for
Blockbuster Entertainment Inc.; co-founder of BT Venture Partners;
various engineering and management positions with Matsushita Electric
Industrial, Panasonic Broadcast and Television Systems Company, and
Weston Instruments, a subsidiary of Schlumberger Industries.
In addition, JANA will propose to stockholders that they expand the current CNET
board from eight to 13 directors and fill the resulting vacancies with the
following five JANA nominees:
o JON MILLER - Founding partner, Velocity Interactive Group. Former
Chairman and CEO of AOL; former CEO and President of USA Information
and Services (which became IAC/InterActiveCorp and Expedia); former
Managing Director of Viacom's Nickelodeon International.
o JAYNIE STUDENMUND - Former COO of Overture Services Inc./Yahoo! and
former President and COO of Paymybills.com. Current board member of
Orbitz World Wide, eHarmony, Western Asset and Countrywide Bank.
Former board member of aQuantive, Inc.
o JULIUS GENACHOWSKI - Managing Director of Rock Creek Ventures and
co-founder of LaunchBox Digital. Former Chief of Business Operations
and other senior executive positions at IAC/InterActiveCorp. Current
board member of Website Pros, The Motley Fool and Marc Ecko
Enterprises. Former board member of Expedia, Hotels.com and
Ticketmaster.
o BRIAN WEINSTEIN - Senior executive, Business Development Group at
Creative Artists Agency focusing on strategic acquisitions and digital
strategy. Mr. Weinstein has helped oversee the incubation of multiple
venture-financed Internet companies. Mr. Weinstein helps lead Creative
Artists Agency's new media advisory practice assisting corporate
clients on traditional media and content strategies. Founder and
Chairman, The Opportunity Network.
o GIORGIO CAPUTO - Managing Director, JANA Partners, focusing on small
cap and technology investments. Former Mergers & Acquisitions
Associate with Credit Suisse First Boston and Equity Derivatives
Quantitative Analyst for Lehman Brothers.
Separately, an affiliate of JANA today filed a complaint for declaratory and
injunctive relief in the Delaware Court of Chancery. The complaint requests,
among other things, that the court enjoin CNET from rejecting JANA's director
nominations and proposals on the basis of certain provisions of CNET's bylaws
which, according to CNET, require stockholders to have held CNET stock for one
year in order to propose business or nominate directors. JANA and its Delaware
counsel believe such provisions, if interpreted in this manner, would be
impermissibly discriminatory and invalid under Delaware law.
BACKGROUND
JANA PARTNERS LLC is a multi-billion dollar investment management firm founded
in 2001 by Barry Rosenstein.
ALEX INTERACTIVE MEDIA, LLC ("AIM") is a private company focused on leveraging
its domain expertise in digital media and related industries. AIM Managing
Member Paul Gardi has committed to personally investing $1 million in CNET
equity.
SPARK CAPITAL is a venture capital fund focused on building businesses that
transform the distribution, management and monetization of media and content,
with experience in identifying and actively building market-leading companies in
sectors including infrastructure (Qtera, RiverDelta, Aether Systems, Broadbus
and BigBand), networks (College Sports Television, TVONE and XCOM) and services
(Akamai and the Platform). Spark Capital has over $600 million under management,
and is based in Boston, Massachusetts. Spark has committed to investing $20
million in CNET equity.
VELOCITY INTERACTIVE GROUP, LLC is an investment firm that focuses on digital
media and communications. Velocity Interactive Group has offices in Palo Alto,
Los Angeles and New York. Velocity has an option to invest $10 million in CNET
equity.
SANDELL ASSET MANAGEMENT CORP. is a multi-billion dollar global investment
management firm, founded by Thomas E. Sandell, that focuses on global corporate
events and restructurings throughout North America, Continental Europe, the
United Kingdom, Latin America and the Asia-Pacific theatres. Sandell frequently
will take an "active involvement" in facilitating financial or organization
improvements accruing to the benefit of investors.
CONTACTS:
Sard Verbinnen & Co
George Sard/Jonathan Gasthalter
(212) 687-8080
Paul Kranhold/Andrew Cole
(415) 618-8750
JANA Partners LLC
Charles Penner
(212) 692-7696
ALL STOCKHOLDERS OF CNET ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE INVESTORS AND
NOMINEES NAMED ABOVE (THE "POTENTIAL PARTICIPANTS") FROM THE STOCKHOLDERS OF
CNET FOR USE AT THE 2008 ANNUAL MEETING OF STOCKHOLDERS OF CNET WHEN AND IF THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN AND IF
COMPLETED, THE DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS OF CNET AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE
AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
POTENTIAL PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE
DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. INFORMATION RELATING TO
THE POTENTIAL PARTICIPANTS IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED
BY THE POTENTIAL PARTICIPANTS WITH THE SEC ON JANUARY 7, 2008.