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7/2/08 Paramount Global SC 13D 2:271K Cnet Networks Inc. Weil Gotshal & Ma… 04/FA
Nairi, Inc.³
National Amusement, Inc.³
Sumner M. Redstone³
Ten Acquisition Corp.³
1: SC 13D Statement of Acquisition of Beneficial Ownership by an "Active"
Investor -- HTML: 259K| SC 13D | 1st Page of 33± | Paramount Global - SC 13D - re: Cnet Networks Inc. | No Page-Breaks | | Line 94: (Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
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TEN ACQUISITION CORP. (See Item 2)
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This Statement is filed by Ten Acquisition Corp. (“Ten Acquisition”), CBS Corporation (“CBS”), NAIRI, Inc. (“NAIRI”), National Amusements, Inc. (“NAI”) and Mr. Sumner M. Redstone (“Mr. Redstone”) (collectively, the “Reporting Persons”).
Ten Acquisition, a Delaware corporation, had its principal executive office at 51 West 52 nd Street, New York , New York 10019 . Ten Acquisition was organized by CBS solely for the purpose of acquiring CNET and has not conducted any unrelated activities since its organization. 100% of the issued and outstanding stock of Ten Acquisition was owned by CBS prior to the Merger
(as such term is defined in Item 3). On June 30, 2008 , at the effective time of the Merger, Ten Acquisition merged with and into CNET and its separate corporate existence ceased.
| | Line 1,409: Mr. Redstone is an individual whose business address is c/o National Amusements, Inc., 846 University Avenue, ... of the Board of CBS, Chairman of the Board and Chief Executive Officer of NAI and Chairman and President of NAIRI.
The executive officers and directors of Ten Acquisition, as of June 30, 2008 (prior to the effective time of the Merger described in Item 3), and of CBS, NAIRI and NAI, as ... on Schedules I through IV attached hereto, containing the following information with respect to each such person:
| | Line 1,493:
On May 15, 2008 , CBS and Ten Acquisition entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CNET. Pursuant to the Merger Agreement, Ten Acquisition completed a tender offer (the “Offer”) to purchase all the outstanding Shares, at a price of $11.50 per share, net to seller in cash without interest thereon and less any required
withholding taxes (the “Offer Price”). Following the completion of the Offer, Ten Acquisition merged with and into CNET (the “Merger”) on June 30, 2008 , with CNET surviving the Merger as a direct, wholly-owned subsidiary of CBS, and each outstanding share of common stock of Ten Acquisition, par value $0.01 per share, was converted into and became one share of common stock of CNET, par value $0.01 per share (the “Common Stock”).
CBS and Ten Acquisition estimate that the total amount of funds required to consummate the Offer and the Merger, including the acquisition of all the outstanding Shares pursuant to the Offer and the Merger is approximately $1.8 billion. CBS and Ten Acquisition funded the purchase of the Shares acquired pursuant to the Offer and the Merger through CBS’ existing cash
balances. | | Line 1,502: ... pursuant to the exercise of the “top-up” option were cancelled. Subsequently, the promissory note (including accrued interest) was extinguished as a result of a dividend payment from CNET to CBS.
All information contained in the section entitled “Source and Amount of Funds,” of the Offer to Purchase dated May ... and supplements thereto, the “Offer to Purchase”), attached as Exhibit (a)(1)(A) to the Schedule TO filed by CBS and Ten Acquisition with the Securities and Exchange Commission (the
“Commission”) is incorporated herein by reference . | | Line 1,519:
On May 23, 2008 , Ten Acquisition commenced the Offer upon the terms and subject to the conditions set forth in the Offer to Purchase and in the ... Offer expired at 12:00 midnight, New York City time, on Friday, June 20, 2008 . On Monday, June 23, 2008 , CBS and Ten Acquisition commenced a subsequent offering period of
the Offer, which expired at 12:00 midnight, New York City time, on Wednesday, June 25, 2008 .
On Thursday, June 26, 2008 , CBS announced the completion of the Offer and its intention to exercise the “top-up” ... CBS purchased from CNET, at the Offer Price, 215 million Shares. Following the exercise of the “top-up” option, CBS
contributed to Ten Acquisition the Shares purchased pursuant thereto.
On Monday, June 30, 2008 , the Merger was effected through a short-form merger of Ten Acquisition with and into CNET under Delaware law without the vote of, or any other action by, other CNET stockholders.
As a result of the Merger, each Share outstanding immediately prior to the effective time of the Merger was cancelled and ceased to exist and (other than Shares held CBS and Ten Acquisition or by stockholders who exercise appraisal rights under, and in accordance with, Delaware law) converted in the Merger into the right to receive $11.50 per Share, without interest thereon and
less any required withholding taxes. Further, upon the consummation of the Merger, the sole director of Ten Acquisition immediately prior to the Merger became the sole director of CNET and the certificate of incorporation and bylaws of ... with the Secretary of State of the State of Delaware. Following such time, a Form 25 was filed with the Commission to
delist the Shares from ... | | Line 1,567: ... beneficial owner, with shared dispositive and voting power, of 100 shares of Common Stock, representing 100% of the issued and outstanding shares of Common Stock.
(c) On June 23, 2008 , Ten Acquisition accepted 108,435,545 Shares for purchase in connection with the Offer, which Shares represent the number of Shares ... Offer (excluding Shares subject to notices of guaranteed delivery). Pursuant to the subsequent offering period of the
Offer that expired on June 25, 2008 , at 12:00 midnight, New York City time, as well as Shares delivered pursuant to notices of guaranteed delivery, Ten Acquisition purchased the following number of Shares on the following dates at the Offer Price:
| | Line 1,624:
On June 25, 2008 , upon the completion of the Offer, Ten Acquisition acquired in the aggregate 117,867,949 Shares that had been validly tendered and not withdrawn in connection with the ... Shares previously owned by CBS, 119,083,965 Shares in the aggregate and approximately 78% of the outstanding Shares.
| | Line 1,635: ...
“top-up” option, together with Shares previously owned by CBS, CBS and Ten Acquisition together owned, in the aggregate, 334,083,965 Shares, representing more than 90% of the outstanding Shares.
Pursuant to the Merger Agreement, at the effective time of the Merger, all Shares outstanding prior to such time were cancelled and ceased to exist and (other than Shares held CBS and Ten Acquisition or by stockholders who exercise appraisal rights under Delaware law) converted in the Merger into the right to receive $11.50 per Share, without interest thereon and less any
required withholding taxes. As a result, all of the Shares owned by CBS and Ten Acquisition were cancelled and ceased to exist. Immediately prior to the Merger, CBS held 100 shares of the common stock of Ten Acquisition, par value $0.01 per share, which shares represented all of the issued and outstanding capital stock of Ten Acquisition. Upon the Merger, each share of Ten Acquisition held by CBS converted into one share of Common Stock. Thereafter, Ten Acquisition’s separate
corporate existence ceased and CNET survived the Merger as a direct, wholly-owned subsidiary of CBS. | | Line 1,684:
Agreement and Plan of Merger, dated as of May 15, 2008 , by and among CNET Networks, Inc., CBS Corporation and Ten Acquisition Corp. ( incorporated herein by reference to Exhibit (d)(1) to the Schedule TO filed by CBS Corporation and Ten Acquisition Corp. with the Securities and Exchange Commission on May 23, 2008 , as amended).
| | Line 1,696:
Offer to Purchase, dated as of May 23, 2008 ( incorporated herein by reference to Exhibit (a)(1)(A) to the Schedule TO filed by CBS Corporation and Ten Acquisition Corp. with the Securities and Exchange Commission on May 23, 2008 , as amended).
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Form of Letter of Transmittal, dated as of May 23, 2008 ( incorporated herein by reference to Exhibit (a)(1)(B) to the Schedule TO filed by CBS Corporation and Ten Acquisition Corp. with the Securities and Exchange Commission on May 23, 2008 , as amended).
| | Line 1,720:
Joint Filing Agreement, dated July 2, 2008 , by and among Ten Acquisition Corp., CBS Corporation, NAIRI, Inc., National Amusements, Inc. and Sumner M. Redstone .
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TEN ACQUISITION CORP.
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TEN ACQUISITION CORP.
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2: EX-99 Miscellaneous Exhibit -- HTML: 11K | EX-99 | 1st Page of 2± | Paramount Global - SC 13D - re: Cnet Networks Inc. | No Page-Breaks | | Line 58:
TEN ACQUISITION CORP.
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5/23/08 Paramount Global SC TO-T 9:1M Cnet Networks Inc. Donnelley … Solutions/FA
Ten Acquisition Corp.³
1: SC TO-T Schedule to -- HTML: 45K| SC TO-T | 1st Page of 6± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 40:
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNET NETWORKS, INC. (Name of Subject Company (Issuer)) TEN ACQUISITION CORP. (Offeror) a wholly-owned subsidiary
of CBS ... | | Line 223:
This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements
thereto, collectively constitute this “Schedule TO”) is filed by (i) Ten Acquisition Corp., a Delaware corporation (the “Purchaser”), and a wholly-owned subsidiary of CBS Corporation, a Delaware corporation
(“CBS”), and (ii) CBS. This Schedule TO relates to the offer (the “Offer”) by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.0001 per share (including the associated preferred ... | | Line 457:
TEN ACQUISITION CORP.
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2: EX-99.(A)(1)(A) Offer to Purchase -- HTML: 402K | EX-99.(A)(1)(A) | 1st Page of 51± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 98: Exhibit (a)(1)(A) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CNET NETWORKS, INC.
at $11.50 NET PER
SHARE by TEN
ACQUISITION CORP. a wholly-owned subsidiary of CBS CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JUNE 20, 2008 , UNLESS THE OFFER IS EXTENDED. Ten Acquisition Corp., a Delaware corporation (the
“Purchaser”) and a wholly-owned subsidiary of CBS Corporation, a Delaware corporation (“CBS”), is offering to purchase all of the outstanding shares of common stock, par value $0.0001 per share (including the associated preferred ... | | Line 367: Purchaser
Ten Acquisition Corp., a wholly-owned subsidiary of CBS Corporation, a Delaware corporation.
Who is offering to buy my securities? We are Ten Acquisition Corp., a Delaware corporation, formed for the purpose of making this Offer. We are a wholly-owned subsidiary of CBS Corporation, a
Delaware corporation. CBS Corporation is a mass media company with operations in the following segments: ... | | Line 398: Publishing: The Publishing segment consists of Simon & Schuster, which publishes and distributes consumer books
under imprints such as Simon & Schuster ® , Pocket Books ® , Scribner ® and Free Press™. Unless the context indicates otherwise, in this Offer
to Purchase, we use the terms “us,” “we” and “our” to refer to Ten Acquisition Corp. and, where appropriate, CBS Corporation. We use the term “CBS” to refer to CBS Corporation alone, the term
“Purchaser” to refer to Ten Acquisition Corp. alone and the terms “CNET” or the “Company” to refer to CNET Networks, Inc.
S-i ... | | Line 609:
To the Holders of Shares of Common Stock of CNET Networks, Inc.:
INTRODUCTION We, Ten Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned
subsidiary of CBS Corporation, a Delaware corporation (“CBS”), are offering to purchase for cash all outstanding shares of common stock, par value $0.0001 per share (including the associated preferred stock purchase rights, the ... | | Line 699: ... minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a
change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer should remain open for a minimum
of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required
to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the ... | | Line 1,312: The inclusion of the financial projections herein will not be deemed an admission or representation by CNET or us that they are viewed by
CNET or us as material information of CNET. Further, CBS assumes no responsibility for the financial projections. The financial
projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the acquisition of CNET by us pursuant to the Offer and the Merger. Further, the financial projections do not
take into account the effect of any failure to occur of the Offer or the Merger and should not be viewed as accurate or continuing in that context. CNET has neither updated or revised nor intends to update or otherwise revise the financial ... | | Line 1,893: Offer to Purchase, none of CBS, the Purchaser or, to the best knowledge of CBS and the Purchaser, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with CNET or any of its executive officers,
directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the ... as set forth in this Offer to Purchase, there have been no contacts, negotiations or transactions between CBS or any
of its subsidiaries or, to the best knowledge of CBS, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and CNET or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer
or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past ... therewith files periodic reports and other information with the SEC relating to its business, financial condition and
other matters. Such reports and other information are available for inspection and copying at the offices of the SEC in the same manner as set forth with respect to CNET in Section 7—“Certain Information Concerning CNET.” ... | | Line 1,943: ... generally CNET’s businesses and potential strategic business opportunities that might be available to the two ... visit to CNET’s offices, CBS’ management team continued to review strategic and commercial opportunities with third
parties to advance its goals. In December 2007, Mr. Moonves contacted Jarl Mohn, Chairman of the CNET Board, to further discuss potential strategic business opportunities. Mr. Mohn suggested that Mr. Moonves contact Mr. Ashe. In
January 2008, Mr. Moonves contacted Mr. Ashe to express an interest in continuing to explore potential strategic ... 2008 , at a regular meeting of the CBS Board, Messrs. Moonves and Reynolds reviewed with the directors CBS’ potential acquisition opportunities, including CNET. On March 3, 2008 , Mr. Reynolds contacted Mr. Ashe to express CBS’ interest in having a meeting to discuss a potential strategic
transaction. On March 18, 2008 , Messrs. Moonves and Reynolds visited CNET’s offices in San Francisco and met with Messrs. Ashe and Lurie. During this visit, the representatives of the two companies discussed the logic and benefits of a
potential combination of the two companies, although the discussions did not involve any specific proposals. Messrs. ... , at a regular meeting of the CBS Board, Messrs. Moonves and Reynolds presented to the directors an overview of CNET’s
businesses, including its network of websites, and discussed CNET’s financial performance. Messrs. Moonves and Reynolds discussed with the CBS Board the strategic rationale for a possible acquisition transaction with CNET, including potential
synergies that could be realized through a business combination, and certain financial aspects of a potential transaction, including CBS’ preliminary valuations of CNET. Following these discussions, the CBS Board authorized CBS’ management ... | | Line 1,956: ... that it did not reflect the underlying value of CNET’s businesses. Mr. Reynolds reiterated that CBS’ price indication was based solely on public information and did not reflect any value that might be uncovered in due diligence.
Mr. Ashe suggested that the parties enter into a confidentiality agreement for the purpose of furnishing CBS with ... that had been furnished to CBS by CNET, which agreement included a “standstill” provision that, among other things,
would have prohibited CBS for a period of time from making acquisition proposals without the prior consent of the
| | Line 1,982: ... review were not acceptable to CNET. He further noted that CNET was not willing at this point to enter into a period of exclusive negotiations with CBS. Mr. Reynolds noted that CBS expected to conduct its additional due diligence review
concurrently with the negotiation of definitive transaction documentation and that this review should not delay the ... The Morgan Stanley representative also explained that CNET would require that any definitive agreement for a
transaction with CBS contain reasonable provisions allowing CNET to pursue an acquisition proposal submitted by a third party. On
May 7, 2008 , CBS and CNET entered into a confidentiality agreement, which did not include a “standstill” provision, for the purpose of allowing CBS to conduct a limited due diligence review of CNET. On the same day, Messrs. Ashe and ... | | Line 2,001: ... of non-public information regarding CNET. Also on that day, the Morgan Stanley representative spoke to Mr. Reynolds to discuss the timing of further negotiations. The Morgan Stanley representative and Mr. Reynolds discussed that the
respective parties would prefer to determine as soon as possible whether an agreement was likely to be reached and that ... terms, in addition to price, such as the amount of any termination fee and the ability of CNET to pursue third-party
acquisition proposals, would be important points to resolve in working towards a definitive agreement. On May 8, 2008 , Weil Gotshal
also received a draft agreement and plan of merger from Dewey & LeBoeuf LLP (“Dewey”), legal counsel to CNET. The draft agreement contemplated, among other things, that there would be a 30-day “go shop” period following
the execution of the agreement, during which time CNET would be allowed to actively solicit alternative acquisition proposals from third parties. Under the draft agreement, if CNET terminated the agreement with CBS in order to enter into an
agreement evidencing a “superior proposal” with a third party that made a bona fide acquisition proposal, or with whom discussions were ongoing, during the “go-shop” period, then CNET would be required to pay CBS a termination
fee equal to 0.5% of the total equity value of CNET. If CNET terminated the agreement with CBS in connection with any ... proposal, then CNET would be required to pay CBS a termination fee equal to 1.5% of the total equity value of CNET. | | Line 2,010: ... discuss CNET’s business. On May 10, 2008 , Mr. Reynolds informed the Morgan Stanley representative that CBS was willing to
increase its price indication to $11.25 per Share. Also, on May 10, 2008 , Weil Gotshal submitted a mark-up of the draft merger agreement provided by Dewey, which mark-up contemplated, among other things, the deletion of the “go shop”
and related provisions, a “no shop” provision that would have prohibited CNET from soliciting competing acquisition proposals following the execution of the agreement (but would have given the CNET Board the ability to consider an
unsolicited acquisition proposal in writing if the CNET Board, following consultation with its financial advisor, determined that such proposal constituted or would reasonably be expected to lead to a superior proposal), a termination fee equal to
3.5% of the total equity value of CNET and a “last talk” right that would require CNET to notify CBS of its intent to terminate the agreement to accept a superior proposal and to negotiate in good faith with CBS for a period of five ... | | Line 2,035: ... shop” proposals put forth by CNET were problematic in light of the underlying strategic rationale of the proposed transaction. Mr. Reynolds noted that CBS’ proposed price of $11.50 per Share was CBS’ best and final price, but
that CBS could agree to a reduced termination fee of 2.2% of the total equity value of CNET (approximately $40 million, based on the offer price). Mr. Reynolds also indicated that CBS was willing to entertain, among other things, certain
changes to the “no shop” and termination provisions of the proposed merger agreement, including a provision that would allow the CNET Board to respond to any unsolicited inquiries relating to acquisition proposals as well as extending the
minimum time period for the Offer from 20 to 30 business days. On the same day, a special meeting of the CBS Board was ... members of the management team of CBS updated the CBS Board with respect to the status of the negotiations and reviewed ... | | Line 2,152: Pursuant to the Merger Agreement, except as described below, neither the CNET Board nor any committee thereof shall (i) withdraw or modify, or
propose publicly to withdraw or modify, in a manner adverse to CBS, the Company Board Recommendation or the approval or ... of the advisability by the CNET Board of the Merger Agreement and the transactions contemplated thereby (including
the Offer and the Merger) or (ii) approve or recommend, or propose publicly to approve or recommend, any Company Acquisition Proposal, as defined below (any action described in clause (i) or (ii) being referred to as an “Adverse
Recommendation Change”). Any Adverse Recommendation Change shall only be made in accordance with the conditions set ... at any time prior to the first time that Purchaser accepts for payment any Shares tendered pursuant to the Offer (the ... | | Line 2,167: No Solicitation Provisions. The Merger Agreement provides that CNET shall, and shall use its
commercially reasonable efforts to cause its subsidiaries and CNET’s and its subsidiaries’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives
(collectively, “Representatives”) to, immediately cease and terminate any discussions or negotiations with any person with respect to a Company Acquisition Proposal (as defined below), and use commercially reasonable efforts to obtain the
return from all such persons or cause the destruction of all copies of confidential information previously provided to such parties. From the date of the Merger Agreement until the Acceptance Time or, if earlier, the termination of the Merger
Agreement, the Merger Agreement provides that CNET shall not, nor shall it permit any of CNET subsidiaries to, nor ... or permit any Representative to, directly or indirectly, (i) solicit, initiate, cause, or knowingly facilitate
or encourage (including by way of furnishing information) the submission of, any Inquiry (as defined below) or Company Acquisition Proposal, (ii) approve or recommend any Company Acquisition Proposal, enter into any agreement,
agreement-in-principle or letter of intent with respect to or accept any Company Acquisition Proposal (or resolve to or publicly propose to do any of the foregoing), or (iii) participate or engage in any discussions or negotiations regarding,
or furnish to any person any information with respect to any Company Acquisition Proposal. However, at any time prior to the Acceptance
Time, CNET may, in response to an unsolicited Company Acquisition Proposal or an inquiry relating to a potential Company Acquisition Proposal made or received after the date of the Merger Agreement (an “Inquiry”), in each case, under
circumstances not involving a breach of the Merger Agreement, (a) conduct discussions and negotiate with the person making such Company Acquisition Proposal or Inquiry and its Representatives, and (b) furnish confidential information with
respect to CNET and its subsidiaries to such person and its Representatives, but only pursuant to an acceptable ... as specified by the Merger Agreement. Such confidentiality agreement may not include any provision calling for
an exclusive right to negotiate with CNET, and CNET must advise CBS of all non-public information delivered to such ... with its delivery to such person (or promptly thereafter) and, concurrently with its delivery to such person,
CNET must deliver to CBS all such information not previously provided to CBS. CNET shall as promptly as reasonably practicable advise CBS,
orally and in writing, and in no event later than 48 hours after the event, (i) of the execution by CNET and a person who has made an Inquiry or Company Acquisition Proposal of any confidentiality agreement, (ii) of the commencement of
substantive discussions or negotiations concerning CNET or the terms of a possible Company Acquisition Proposal between CNET and a person who has made an Inquiry or Company Acquisition Proposal or (iii) of the making of any Company Acquisition
Proposal, and shall, in any such notice to CBS, indicate the identity of any person referenced in clauses (i) through (iii) above and the terms and conditions of any proposals or offers and the nature of the discussions or negotiations
referenced in clause (ii) above (and shall include with such notice copies of any written materials received from or on behalf of such person relating to such proposal), and thereafter shall as promptly as reasonably practicable keep CBS fully
informed of all material developments affecting the status and terms of any such proposals (and CNET shall provide CBS ... of any additional written materials received that relate to such proposals) and of the status of any such discussions
or negotiations. As used in the Merger Agreement, “Company Acquisition Proposal” means any proposal or offer for, whether in one
transaction or a series of related transactions, any (a) merger, consolidation or similar transaction involving CNET or any CNET subsidiary that would constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X, ... | | Line 2,198: ...
to acquire beneficial ownership, of 15% or more of the outstanding Shares, or (e) transaction which is similar in form, substance or purpose to any of
the foregoing transactions; provided, however, that the term “Company Acquisition Proposal” shall not include (i) the transactions contemplated by the Merger Agreement or (ii) any merger, consolidation, business combination,
share exchange, reorganization, recapitalization or similar transaction solely among CNET and one or more CNET ... the Effective Time, provide employees of CNET (and its subsidiaries) who are retained by CBS, with (i) compensation ... | | Line 2,258: ... its businesses, unless the adverse consequences of the applicable actions described in clauses (i) through (iv), whether to be suffered by CBS, the
Purchaser or CNET, would be immaterial in relation to CNET and its subsidiaries, taken as a whole. State Takeover Laws. If any
“fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any transaction contemplated by the Merger Agreement, (a) the
parties shall use commercially reasonable efforts to take such actions as are reasonably necessary so that the ... thereunder may be consummated as promptly as practicable on the terms contemplated thereby and (b) the CNET ... | | Line 2,330: ... h)
by CNET, if prior to the Acceptance Time, (i) CNET is in compliance, in all material respects, with its obligations under Section 8.03 of the Merger Agreement, entitled
“Solicitation”, (ii) the CNET Board has received a Company Acquisition Proposal that it has determined in good faith, after consultation with its financial advisor, constitutes a Company Superior Proposal, (iii) CNET has notified
CBS in writing that it intends to enter into a definitive agreement implementing such Company Superior Proposal, attaching the most current version of such agreement (including any amendments, supplements or modifications) to such notice (a ... | | Line 2,335: ... good faith with), CBS in making adjustments to the terms and conditions of the Merger Agreement and (B) the CNET Board shall have determined in good faith, after the end of such three business day period, and after considering the results of
such negotiations and the revised proposals made by CBS, if any, that the Company Superior Proposal giving rise to such ... continues to be a Company Superior Proposal (any amendment, supplement or modification to the financial terms or other
material terms of any Company Acquisition Proposal shall be deemed a new Company Acquisition Proposal and CNET may not terminate the Merger Agreement unless CNET has complied with the requirements with respect to such new Company Acquisition
Proposal, including sending a Superior Proposal Notice with respect to such new Company Acquisition Proposal and offering to negotiate for three business days following such new Superior Proposal Notice), (v) CNET, prior to or concurrently
with, such termination pays to CBS in immediately available funds the termination fee required to be paid under the Merger Agreement, and (vi) the CNET Board concurrently approves, and CNET concurrently enters into, a definitive agreement ... | | Line 2,364: ... b)
(i) by CBS or CNET pursuant to paragraph (b) under “Termination” above, or by CBS pursuant to paragraph (d) under “Termination” above, (ii) at or
prior to the date of termination, a Company Acquisition Proposal shall have been made known to CNET or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention to make a Company Acquisition
Proposal (whether or not any such Company Acquisition Proposal or announced intention is conditional or withdrawn) and (iii) concurrently with such termination or within 12 months following such termination, CNET enters into a definitive
agreement to consummate or consummates a transaction contemplated by any Company Acquisition Proposal (for purposes of this clause (b), “50%” shall be substituted for “15%” in the phrases dealing with assets and “50%”
shall be substituted for “15%” in phrases dealing with equity securities or voting power in the definition of Company Acquisition Proposal). Under the Merger Agreement, CBS and the Purchaser acknowledge and agree that in the event that CBS is entitled to receive the Termination Fee pursuant to the Merger Agreement, the right of CBS to receive such amount
shall constitute each of CBS and Purchaser’s sole and exclusive remedy for, and such amount shall constitute liquidated damages in respect of, any termination of the Merger Agreement regardless of the circumstances giving rise to such ... | | Line 2,415: Except as otherwise to be provided in the letter agreement, it is intended that the existing severance agreement for Mr. Sherman shall remain in full force and effect in accordance with its terms. 12.
Purpose of the Offer; Plans for CNET. Purpose of the Offer. The purpose of the Offer is for CBS,
through the Purchaser, to acquire control of, and the entire equity interest in, CNET. The Offer, as the first step in the acquisition of CNET, is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to
acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is successful, the ... you will cease to have any equity interest in CNET or any right to participate in its earnings and future growth. | | Line 2,450: ... requirements for continued listing on Nasdaq. According to the published guidelines of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”), the Nasdaq Stock Market would consider disqualifying the Shares for listing on Nasdaq (though
not necessarily for listing on The Nasdaq Capital Market) if, among other possible grounds, the number of publicly held ... below 750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of
publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market makers in the Shares over a ten consecutive business day period, CNET has stockholders’ equity of
less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, the Nasdaq Stock Market would consider delisting the Shares from Nasdaq altogether if, among other possible grounds,
(i) the number of publicly held Shares falls below 500,000, (ii) the total number of beneficial holders of round lots of Shares falls below 300, (iii) the market value of publicly held Shares over a 30 consecutive business day period
is less than $1 million, (iv) there are fewer than two active and registered market makers in the Shares over a ten consecutive business day period, (v) the bid price for the Shares over a 30 consecutive business day period is less
than $1, or (vi) (A) CNET has stockholders’ equity of less than $2.5 million, (B) the market value of CNET’s listed securities is less than $35 million over a ten consecutive business day period, and
(C) CNET’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of CNET, or by any ... | | Line 2,531: ... 8(g)—“Additional Information—Certain Litigation” of its Solicitation/Recommendation Statement filed on Schedule 14D-9 with the SEC, we are not aware of any pending legal proceeding relating to the Offer. Except as
described in this Section 16, based on our examination of publicly available information filed by CNET with the SEC and other information concerning CNET, we are not aware of any governmental license or regulatory permit that appears to be
material to CNET’s business that might be adversely affected by our acquisition of Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that
would be required for the acquisition or ownership of Shares by the Purchaser or CBS as contemplated herein. Should any such approval or other action be required, we currently contemplate that, except as described below under “State Takeover
Statutes,” such approval or other action will be sought. While we do not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such ... | | Line 2,538: ... of the Offer.” Antitrust Compliance. Under the HSR Act, and the related rules and regulations that have been issued by
the Federal Trade Commission (the “FTC”), certain transactions may not be consummated until specified information and documentary material (“Premerger Notification and Report Forms”) have been furnished to the FTC and the
Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. These requirements of the HSR Act apply to the acquisition of Shares in the Offer and the Merger.
Under the HSR Act, our purchase of Shares in the Offer may not be completed until the expiration of a 15 calendar day waiting period ... | | Line 2,557: ... required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, neither CNET’s failure to make those filings nor a request for additional documents and information issued to
CNET from the FTC or the Antitrust Division will extend the waiting period with respect to the purchase of Shares in ... the Merger. The Merger will not require an additional filing under the HSR Act if Purchaser owns more than 50% of the
outstanding Shares at the time of the Merger or if the Merger occurs within one year after the HSR Act waiting period ... The FTC and the Antitrust Division will scrutinize the legality under the antitrust laws of Purchaser’s proposed acquisition of CNET. At any time before or after Purchaser’s acceptance for payment of Shares
pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the US federal ... substantially lessening competition in any line of commerce affecting US consumers, the FTC and the Antitrust Division ... | | Line 2,590: Agreement and the transactions contemplated therein. A number of states have adopted laws and regulations applicable to attempts to
acquire securities of corporations that are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such
states. In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations
meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential
acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, ... things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in
TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such
corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations
incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC v. Butterworth that
the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. The state law before the Supreme Court was by its terms
applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there. CNET, directly or ... | | Line 2,655: ... amendments thereto. In addition, CNET has filed with the SEC a Schedule 14D-9, together with exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting forth the recommendation of the CNET Board with respect to the Offer and the
reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth under
Section 7—“Certain Information Concerning CNET” above. Ten Acquisition Corp. May 23, 2008
38 ... | | Line 2,668: 1.
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The name, business address, present principal occupation or employment and material occupations,
positions, offices or employment for the past five years of each of the directors and executive officers of Ten Acquisition Corp. are set forth below. The business address and phone number of each such director and executive officer is c/o CBS
Corporation, 51 West 52 nd Street New York , New York 10019 USA, ( 212 ) 975-4321. Unless otherwise noted, all directors and executive officers ... | | Line 2,867: Arnold Kopelson Director
Mr. Kopelson has been Co-Chairman and President of Kopelson Entertainment, through which he produces films and finances the acquisition and development of screenplays, since 1979. Prior to that,
he practiced entertainment and banking law, specializing in motion picture financing. He has been honored with a Best Picture Academy Award, a Golden Globe, and an Independent Spirit Award, and his films have generated 17 Academy ... |
3: EX-99.(A)(1)(B) Letter of Transmittal (Including Tax Guidelines on Substitute Form
W-9) -- HTML: 112K| EX-99.(A)(1)(B) | 1st Page of 14± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 41: Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of CNET NETWORKS, INC.
at $11.50 NET PER
SHARE Pursuant to the Offer to Purchase dated May 23, 2008 by TEN ACQUISITION CORP. a wholly-owned subsidiary of CBS
CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 20, 2008 , UNLESS THE OFFER IS EXTENDED. SHARES TENDERED MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, BUT NOT DURING ANY ... | | Line 170:
Ladies and Gentlemen: The undersigned hereby tenders to Ten Acquisition Corp., a Delaware corporation (the “Purchaser”), the above described shares of common stock, par value $0.0001 per share (including the associated preferred
stock purchase rights, the “Shares”), of CNET Networks, Inc., a Delaware corporation (“CNET”), pursuant to the Purchaser’s offer to purchase (the “Offer”) all outstanding Shares, at a purchase price of $11.50 per ... |
4: EX-99.(A)(1)(C) Notice of Guaranteed Delivery -- HTML: 19K | EX-99.(A)(1)(C) | 1st Page of 3± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 41: Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of CNET NETWORKS, INC.
at $11.50 NET PER
SHARE Pursuant to the Offer to Purchase dated May 23, 2008 by TEN ACQUISITION CORP. a wholly-owned subsidiary of CBS
CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 20, 2008, UNLESS ... | | Line 103:
Ladies and Gentlemen: The undersigned hereby tenders to Ten Acquisition Corp., a Delaware corporation, (the “Purchaser”) and a wholly-owned subsidiary of CBS Corporation, a Delaware corporation (“CBS”), upon the terms
and subject to the conditions set forth in the offer to purchase, dated May 23, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the ... |
5: EX-99.(A)(1)(D) Letter to Brokers, Dealers -- HTML: 12K | EX-99.(A)(1)(D) | 1st Page of 2± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 41: Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CNET NETWORKS, INC.
at $11.50 NET PER
SHARE Pursuant to the Offer to Purchase dated May 23, 2008 by TEN ACQUISITION CORP. a wholly-owned subsidiary of CBS
CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 20, 2008 , ... May 23, 2008 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been engaged by
Ten Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of CBS Corporation, a Delaware corporation (“CBS”), to act as Dealer Managers in connection with the Purchaser’s offer to purchase
(the “Offer”) for cash all outstanding shares of common stock, par value $0.0001 per share (including the associated preferred stock purchase rights, the “Shares”), of CNET Networks, Inc., a Delaware corporation ... |
6: EX-99.(A)(1)(E) Letter to Clients for Use by Brokers, Dealers -- HTML: 15K | EX-99.(A)(1)(E) | 1st Page of 2± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 42: Offer To Purchase For Cash All Outstanding Shares of Common Stock of CNET NETWORKS, INC.
at $11.50 NET PER
SHARE Pursuant to the Offer to Purchase dated May 23, 2008 by TEN ACQUISITION CORP. a wholly-owned subsidiary of CBS
CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 20, 2008, UNLESS
THE TENDER OFFER IS EXTENDED. May 23, 2008 To Our Clients: Enclosed for your consideration are the Offer to ... 2008 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer (the “Offer”) by Ten Acquisition Corp., a
Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of CBS Corporation, a Delaware corporation (“CBS”), to purchase for cash all outstanding shares of common stock, par value $0.0001 per share (including the ... | | Line 78: ... of CNET NETWORKS,
INC. at $11.50
NET PER SHARE Pursuant to the Offer to Purchase dated May 23, 2008 by TEN ACQUISITION CORP. a wholly-owned subsidiary of CBS
CORPORATION The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 23, 2008, and
the related Letter of Transmittal, in connection with the offer (the “Offer”) by Ten Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of CBS Corporation, a Delaware corporation
(“CBS”), to purchase for cash all outstanding shares of common stock, par value $0.0001 per share (including the associated preferred stock purchase rights, the “Shares”) of CNET Networks, Inc., a Delaware corporation ... |
7: EX-99.(A)(5)(D) Form of Summary Advertisement -- HTML: 24K | EX-99.(A)(5)(D) | 1st Page of 3± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 45: ... dealers licensed under the laws of such jurisdiction to be designated by the Purchaser (as defined below). Notice of Offer to
Purchase for Cash All of the Outstanding Shares of Common Stock of CNET NETWORKS, INC. at $11.50 Net Per Share
by TEN
ACQUISITION CORP. a wholly-owned subsidiary of CBS CORPORATION Ten Acquisition Corp., a Delaware corporation (the “Purchaser”) and a
wholly-owned subsidiary of CBS Corporation, a Delaware corporation (“CBS”), is offering to purchase all outstanding shares of common stock, par value $0.0001 per share (including the associated preferred stock purchase rights, the ... |
8: EX-99.(A)(5)(E) Press Release -- HTML: 11K | EX-99.(A)(5)(E) | 1st Page of 2± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 43: CBS CORPORATION COMMENCES TENDER OFFER FOR ALL OUTSTANDING SHARES OF CNET NETWORKS, INC. NEW YORK, New York, May 23, 2008 — CBS
Corporation (NYSE: CBS.A and CBS) today announced the commencement of its tender offer for all outstanding shares of ... of CNET Networks, Inc. (NASDAQ: CNET) for $11.50 per share, net to the seller in cash, without interest. The tender
offer is being made pursuant to an Offer to Purchase, dated May 23, 2008 , and in connection with the Agreement and Plan of Merger, dated May 15, 2008 , by and among CBS, Ten Acquisition Corp., a wholly-owned subsidiary of CBS, and CNET Networks,
which CBS and CNET Networks publicly announced on May 15, 2008 . The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Friday,
June 20, 2008 , unless the tender offer is extended. Following the completion of the tender offer and, if required, ... by CNET Networks stockholders, CBS expects to consummate a merger in which remaining CNET Networks stockholders
will receive the same $11.50 cash price per share, without interest, as paid in the tender offer. The tender offer and merger are subject to customary closing conditions, including the acquisition by CBS of more than 50% of CNET Networks’
issued and outstanding shares on a fully diluted basis in the tender offer and the expiration or earlier termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any applicable foreign antitrust, ... | | Line 70: ... update any forward-looking statements contained in this release as a result of new information or future events or developments. Some statements in this release may constitute forward-looking statements. CBS cautions that these forward-looking
statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements, including the risk that the tender offer may not be completed or the merger may not be
consummated for various reasons, including the failure to satisfy the conditions precedent to the completion of the acquisition. A further list and description of risks and uncertainties can be found in CBS’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2007 and in its periodic reports on Forms 10-Q and 8-K. |
9: EX-99.(D)(1) Agreement and Plan of Merger -- HTML: 363K | EX-99.(D)(1) | 1st Page of 46± | Paramount Global - SC TO-T - re: Cnet Networks Inc. | No Page-Breaks | | Line 40:
Exhibit (d)(1) EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among CNET NETWORKS, INC.,
CBS CORPORATION and TEN ACQUISITION CORP. Dated as of May 15, 2008
| | Line 745:
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 15, 2008 , by and among CNET Networks, Inc.,
a Delaware corporation (the “Company”), CBS Corporation, a Delaware corporation (“Parent”), and Ten Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser” and,
together with Parent, the “Buyer Parties”). WHEREAS, the respective boards of directors of Parent, Purchaser and the
Company have each approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement; WHEREAS, on the ... (such tender offer, as it may be amended and supplemented from time to time as permitted under this Agreement, the
“Offer”) to purchase all outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Company Common Shares”), at a price of $11.50 per Company Common Share, in cash without interest (such ... | | Line 771: ... “beneficial ownership”, or phrases of similar meaning, with respect to any Company Common Shares, has the meaning ... “Business Day” or “business day” means any day on which the principal offices of the SEC in Washington, D.C. are open
to accept filings and on which banks are not required or authorized to close in New York, New York. “Code” means the
Internal Revenue Code of 1986. “Company Acquisition Proposal” means any proposal or offer for, whether in one transaction
or a series of related transactions, any (a) merger, consolidation or similar transaction involving the Company or any Company Subsidiary that would constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X, but ... | | Line 777: ... options, rights or warrants to purchase, or securities convertible into such securities) representing 15% or more of the outstanding voting interests in the Company, (d) tender offer or exchange offer in which any Person or “group”
(as such term is defined under the Exchange Act) offers to acquire beneficial ownership (as such term is defined in ... promulgated under the Exchange Act), or the right to acquire beneficial ownership, of 15% or more of the outstanding
Company Common Shares, or (e) transaction which is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term “Company Acquisition Proposal” shall not include
(i) the Transactions or (ii) any merger, consolidation, business combination, share exchange, reorganization, recapitalization or similar transaction solely among the Company and one or more Company Subsidiaries or among Company ... | | Line 1,299: ... required to extend the Offer beyond the Outside Date, (ii) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire (an “Extended Expiration Date”), the Minimum Condition or the
Regulatory Condition is not satisfied, then, to the extent requested in writing by the Company no less than two (2) business days prior to the applicable expiration date, Purchaser shall extend the Offer for one or more periods ending no later
than the Outside Date, to permit either of such Offer Conditions to be satisfied; provided, that no individual extension shall be for a period of more than ten (10) business days and, provided further that Purchaser shall not be
required to extend the Offer under this clause (ii) to a date beyond the date which is twenty (20) business days after the date on which the Regulatory Condition is satisfied, (iii) if, on the Initial Expiration Date or any Extended
Expiration Date, any Offer Condition is not satisfied and this Agreement has not been terminated in accordance with its terms, Purchaser may, in its discretion, extend the Offer for one or more periods, (iv) if the Company shall have requested
in writing no less than two (2) business days prior to the Initial Expiration Date, Purchaser shall extend the Offer for the period of time stated in the Company’s written request (which period shall not exceed ten (10) business days
beyond the Initial Expiration Date) notwithstanding the satisfaction or waiver of all of the Offer Conditions on or prior to the Initial Expiration Date and (v) Purchaser may, in its ... | | Line 1,313: ... discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 promulgated under the
Exchange Act following the Acceptance Time, and, if immediately following the Acceptance Time, Parent, Purchaser and ... Subsidiaries and Affiliates own more than 80% but less than 90% of the Company Common Shares outstanding at that
time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), to the extent reasonably requested by the Company, Purchaser shall provide for a subsequent offering period of at least ten (10) business days.
Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Purchaser to, and ... accept for payment and pay for all Company Common Shares validly tendered and not withdrawn during such subsequent ... | | Line 1,870: Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. Section 5.21 Amendment of Rights
Plan. The Company has taken all necessary actions to render the Rights Agreement inapplicable to this Agreement and the ... and to terminate the Rights Agreement immediately prior to the Merger Effective Time, including to provide that
neither Parent nor any of its affiliates will become an Acquiring Person (defined in the Rights Agreement), that no Distribution Date or Stock Acquisition Date (each defined in the Rights Agreement) will occur, and that the Rights will not separate
from the underlying Company Common Shares or give the holders thereof the right to acquire securities of any party ... each case as a result of the execution, delivery or performance of this Agreement or the consummation of the Offer, the ... | | Line 1,880:
Section 5.22 Anti-Takeover Provisions. The Company Board has taken all necessary action so that no
“fair price”, “moratorium”, “control share acquisition” or other state or federal anti-takeover statute or regulation (including Section 203 of the DGCL) is applicable to the Offer, the Merger or the other
Transactions. The action of the Company Board in approving this Agreement and the Transactions is sufficient to render inapplicable to this Agreement and the Transactions the restrictions on “business combinations” (as defined in ... | | Line 1,966: Company’s capital stock or the shares of stock or other equity interests in any Company Subsidiary that is not directly or indirectly wholly owned by the Company or (iv) split, combine, subdivide, or reclassify any shares, stock or other
equity interests of the Company or any Company Subsidiary or issue or authorize the issuance of any securities in ... among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, acquire or agree
to acquire (by merger, consolidation, acquisition of equity interests or assets, or any other business combination) any corporation, partnership, limited liability company, joint venture or other business organization (or division thereof) or any
property, for a purchase price exceeding One Million Dollars ($1,000,000) individually or Five Million Dollars ... borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become ... | | Line 2,045: ... the Company Bylaws, in each case, then in effect and (B) would not impede, interfere with, hinder or delay the adoption of this Agreement by the Company Stockholders or the consummation of the Merger and (ii) in the event that Purchaser
shall acquire at least ninety percent (90%) of the issued and outstanding Company Common Shares pursuant to the Offer ... each of Parent, Purchaser and the Company shall take all necessary and appropriate action to cause the Merger to
become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholders, in accordance with Section 253 of the DGCL. Section 8.02 Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject
to applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with Section 10.01 and the Merger Effective Time, the Company shall, and shall cause the Company Subsidiaries and the ... | | Line 2,064: Company shall, and shall use its commercially reasonable efforts to cause the Company Subsidiaries and the Company’s and the Company Subsidiaries’ respective directors, officers, employees, investment bankers, financial advisors,
attorneys, accountants, agents and other representatives (collectively, “Representatives”) to, immediately cease and terminate any discussions or negotiations with any Person conducted heretofore with respect to a Company
Acquisition Proposal (as hereinafter defined), and use commercially reasonable efforts to obtain the return from all such Persons or cause the destruction of all copies of confidential information previously provided to such parties by the Company,
the Company Subsidiaries or Representatives. From the date of this Agreement until the Acceptance Time or, if earlier, ... of this Agreement in accordance with its terms, the Company shall not, nor shall it permit any of the Company
Subsidiaries to, nor shall it authorize or permit any Representative to, directly or indirectly, (i) solicit, initiate, cause, or knowingly facilitate or encourage (including by way of furnishing information) the submission of, any Inquiry (as
defined below) or Company Acquisition Proposal, (ii) approve or recommend any Company Acquisition Proposal, enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Company Acquisition Proposal (or
resolve to or publicly propose to do any of the foregoing), or (iii) participate or engage in any discussions or negotiations regarding, or furnish to any Person any information with respect to any Company Acquisition Proposal; provided,
however, in response to an unsolicited Company Acquisition Proposal or an inquiry relating to a potential Company Acquisition Proposal made or received after the date of this Agreement (an “Inquiry”), in each case, under
circumstances not involving a breach of this Agreement, the Company may at any time prior to the Acceptance Time, (x) ... confidential information with respect to the Company and the Company Subsidiaries to the person making such Inquiry or
Company Acquisition Proposal and its Representatives, but only pursuant to an Acceptable Confidentiality Agreement (except that such confidentiality agreement shall contain additional provisions that expressly permit the Company to comply with the
provisions of this Section 8.03) provided that (1) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Company and (2) the Company advises Parent of all such
non-public information delivered to such Person concurrently with its delivery to such Person (or promptly thereafter) ... with its delivery to such Person the Company delivers to Parent all such information not previously provided to
Parent, and (y) conduct discussions and negotiate with such Person regarding such Inquiry or Company Acquisition Proposal, it being understood that such discussions and negotiations shall not be deemed to be a breach of
Section 8.03(a)(i). The Company shall ensure that its Representatives are aware of the provisions of this ... as promptly as reasonably practicable advise Parent, orally and in writing, and in no event later than forty-eight
(48) hours after the event, (i) of the execution by the Company and a person who has made an Inquiry or Company Acquisition Proposal of any confidentiality agreement, (ii) of the commencement of substantive discussions or negotiations
concerning the Company or the terms of a possible Company Acquisition Proposal between the Company and a person who has made an Inquiry or Company Acquisition Proposal or (iii) of the making of any Company Acquisition Proposal, and shall, in
any such notice to Parent, indicate the identity of any person referenced in clauses (i) through (iii) above and the terms and conditions of any proposals or offers and the nature of the discussions or negotiations referenced in clause ... | | Line 2,089: ... (c) Except as expressly permitted by this Section 8.03(c), neither the Company Board nor any
committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to ... Company Board Recommendation or the approval or declaration of advisability by the Company Board of this Agreement and
the Transactions (including the Offer and the Merger) or (ii) approve or recommend, or propose publicly to approve or recommend, any Company Acquisition Proposal (any action described in clause (i) or (ii) being referred to as an
“Adverse Recommendation Change”). Notwithstanding the foregoing, at any time prior to the Acceptance Time, the Company Board may, in response to a Company Superior Proposal, withdraw or modify the Company Board Recommendation, or ... | | Line 2,190: ... defend any litigation, (iii) hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets or (iv) agree to any limitation on the operation or conduct of its businesses, unless the adverse
consequences of the applicable actions described in clauses (i) through (iv), whether to be suffered by Parent, Purchaser or the Company, would be immaterial in relation to the Company and the Company Subsidiaries, taken as a whole.
Section 8.08 State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition”
statute or other similar statute or regulation is or may become applicable to any transaction contemplated by this ... (a) the parties shall use commercially reasonable efforts to take such actions as are reasonably necessary so that the ... | | Line 2,238: ... which breach or inaccuracy (i) would reasonably be expected to prevent Parent or Purchaser from accepting for payment or paying for Company Common Shares pursuant to the Offer or consummating the Merger in accordance with the terms hereof and
(ii) is not cured or is not capable of being cured by the Outside Date; provided, that the Company is not then in ... in compliance with its obligations under Section 8.03 in all material respects, (ii) the Company Board has received a
Company Acquisition Proposal that it has determined in good faith, after consultation with its financial advisor, constitutes a Company Superior Proposal, (iii) the Company has notified Parent in writing that it intends to enter into a
definitive agreement implementing such Company Superior Proposal, attaching the most current version of such agreement (including any amendments, supplements or modifications) to such notice (a “Superior Proposal Notice”), ... | | Line 2,243: ... with), Parent in making adjustments to the terms and conditions of this Agreement and (B) the Company Board shall have determined in good faith, after the end of such three (3) business day period, and after considering the results of such
negotiations and the revised proposals made by Parent, if any, that the Company Superior Proposal giving rise to such notice continues to be a Company Superior Proposal; provided that any amendment, supplement or modification to the financial
terms or other material terms of any Company Acquisition Proposal shall be deemed a new Company Acquisition Proposal and the Company may not terminate this Agreement pursuant to this Section 10.01(h) unless the Company has complied with
the requirements of this Section 10.01(h) with respect to such new Company Acquisition Proposal, including sending a Superior Proposal Notice with respect to such new Company Acquisition Proposal and offering to negotiate for a three
(3) business day period from such new Superior Proposal Notice; (v) the Company prior to, or concurrently with, such termination pays to Parent in immediately available funds the fee required to be paid pursuant to ... | | Line 2,261: ... to such Adverse Recommendation Change by publicly announcing such reaffirmation no later than three (3) business days ... the scheduled expiration date first following such Adverse Recommendation Change, the Company shall pay to Parent the
Termination Fee; or (ii) (A) by Parent or the Company pursuant to Section 10.01(b) or by Parent pursuant to
Section 10.01(d), (B) at or prior to the date of termination, a Company Acquisition Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly
announced an intention to make a Company Acquisition Proposal (whether or not any such Company Acquisition Proposal or announced intention is conditional or withdrawn) and (C) concurrently with such termination or within twelve (12) months
following such termination, the Company enters into a definitive agreement to consummate or consummates a transaction contemplated by any Company Acquisition Proposal, then the Company shall pay to Parent the Termination Fee if and when the entering
into of such definitive agreement or consummation of such Company Acquisition Proposal occurs. For purposes of this Section 10.03(b)(ii), “50%” shall be substituted for “15%” in the phrases dealing with assets and
“50%” shall be substituted for “15%” in phrases dealing with equity securities or voting power in the definition of Company Acquisition Proposal. (c) Except as provided in Section 10.01(h), the Termination Fee shall be paid by the Company as directed by Parent in writing in immediately available funds promptly following (and in any event within two
(2) Business Days after) the date of the event giving rise to the obligation to make such payment. (d) Each of Parent and Purchaser ... | | Line 2,371:
TEN ACQUISITION CORP.
| | Line 2,466: Parent, Purchaser or any other Affiliate of Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be
deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right ... herein, and not defined herein, shall have the same meaning as set forth in the Agreement and Plan of Merger, dated as
of May 15, 2008 (the “Agreement”), by and among CNET Networks, Inc., CBS Corporation and Ten Acquisition Corp.
Annex I-2 ... |
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| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: -K | | SC 13D | Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D. | | SC TO-T | Tender-Offer Statement by a Third Party — Schedule TO. | | EX-99 | Miscellaneous Exhibit. | | GRAPHIC | Photo, Image or Graph. | | ³ | Group Member: A Registrant or non-Registrant party to this Filing made by a Group. |
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