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Filed by CNET Networks, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: CNET Networks, Inc.
Commission File No. 000-20939
CNET NETWORKS
Shelby Bonnie - CEO, CNET Networks
Dan Rosensweig - CEO, ZDNET
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SAFE HARBOR STATEMENT
o This presentation includes forward-looking information and statements that
are subject to risks and uncertainties that could cause actual results to
differ materially.
o Statements regarding the expected date of completion of the transaction are
subject to the risk that the closing conditions will not be satisfied,
including the risk that Ziff-Davis will not complete the spin-off of its
events business, that regulatory approvals will not be obtained or that the
stockholders of CNET will not approve the merger.
o Statements regarding the expected benefits of the transaction and the
company's expected revenues, expenses, EBITDA and EBITDA margins, synergies
and other performance objectives are subject to the following risks: that
expected synergies will not be achieved; that that businesses will not be
integrated successfully; that merger costs will be greater than expected;
the inability to identify, develop and achieve success for new products,
services and technologies; increased competition and its effect on the
company's pricing and need for marketing; the inability to establish or
renew relationships with commerce, advertising, marketing, technology, and
content providers, and to the general risks associated with the companies'
businesses. For risks about CNET's business see its Form 10-K for the
year-ended December 31, 1999 and subsequent Forms 10-Q and Forms 8-K, and
for risks about Ziff-Davis's business, see its Form 10-K for the year-ended
December 31, 1999 and subsequent Forms 10-Q and Forms 8-K, as well as its
definitive proxy statement dated February 7, 2000 and other SEC filings.
o Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the merger when it becomes available because
it will contain important information. The joint proxy statement/prospectus
will be filed with the Securities and Exchange Commission by CNET and
Ziff-Davis. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) and other documents
filed by CNET and Ziff-Davis at the Commission's web site at www.sec.gov.
The joint proxy statement/prospectus and these other documents may also be
obtained for free from the parties.
CNET NETWORKS
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OUR MISSION
To create trusted information platforms that
connect buyers, sellers and suppliers, and
enable more efficient marketplaces.
CNET NETWORKS
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CONNECTING BUYERS AND SELLERS
[FLOWCHART]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
News and Opinion Marketplace
BUYERS product Info CNET Networks Product Database SELLERS
Product Reviews Coupons & Rebates
User Feedback Product Videos
Pricing & Availability User Behavior
DEMAND SUPPLY
---------------------- --------------------
</TABLE>
CNET NETWORKS
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TRANSACTION OVERVIEW
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CNET NETWORKS TO ACQUIRE ZDNET FOR $1.6B
o CNET Networks to issue ~ 50m shares
- 0.59 CNET shares per ZDNET share
- 0.34 CNET shares per Ziff Davis share
o CNET Networks will acquire
- ZDNet.com
- Computer Shopper Magazine & Computer Shopper.com
- SmartPlanet
- 10% interest in Red Herring
- Other investments in public and private companies
o ZD events business, Key3Media, will be spun-off prior to closing
- Financing commitments in place
- $2.50 cash dividend to ZD shareholders to be funded with proceeds
CNET NETWORKS
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TRANSACTION EXPECTED TO CLOSE IN 4Q 2000
o Need approval of CNET Networks and ZD/ZDNET shareholders
- CNET insiders, owning 22% of shares outstanding, have agreed to vote in
favor of the transaction
- Softbank, owning a majority of the ZD/ZDNET shares outstanding, has agreed
to vote in favor of the transaction
o Need Hart-Scott-Rodino and other approvals
o ZD Media approval is not required
CNET NETWORKS
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APPROXIMATE SHARE OWNERSHIP AFTER CLOSE
Pro forma fully diluted
shares outstanding = 141.7m
[PIE CHART]
Others 61%
Softbank 17%
CNET Networks Insiders 15%
Options under treasury method 7%
CNET NETWORKS
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COMPANY HIGHLIGHTS
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CNET NETWORKS HIGHLIGHTS
o Founded in 1992, publicly traded since 1996
o Commerce platform developed in 1997
o IT Supply Channel initiative launched in 4Q 1999
o 1999 revenue of $112m
o Acquired mySimon in 1Q 2000
o Positive operating income in 1H 2000
o More than 10m U.S. unique users*
o Portfolio of ~$650m in cash, publicly traded stocks, private investments
o Relationships with > 900 advertisers, merchants, and licensees
*Source: Media Matrix, June 2000
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ZDNET HIGHLIGHTS
o Leading online presence since 1988, publicly traded since 1999
o Global presence with web sites in 23 countries in 14 languages
o Nearly 10 million U.S. unique users*
o 1999 revenue of $104m
o 8 consecutive quarters of profitability
o Relationships with > 600 advertisers & merchants
*Source: Media Matrix, June 2000
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THE COMBINED ENTITY
A MULTI-BRANDED, MULTI-MEDIA POWERHOUSE
CNET NETWORKS
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[CNET LOGO] [ZD NET LOGO]
GLOBAL LEADER
o Leading provider of technology information
o Operations in 23 countries & in 16 languages
o Top 10 U.S. Web Property
o Trusted brands
o Multi-platform media company
o Multiple commerce platforms
o Profitable
o Veteran management
CNET NETWORKS
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LEADING PROVIDER OF TECHNOLOGY INFORMATION
o 30,000,000 page views per day
o 20,000,000 subscriptions to different email lists
o 300,000 products with information, pricing and availability
o 20,000 expert reviews of technology products
o 80 technology related news stories each day
o Clear #1 in the most important category - CNET NETWORKS
CNET NETWORKS
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UNMATCHED GLOBAL NETWORK OF TECHNOLOGY WEB SITES
[MAP of world depicting the following regions/countries
with a ZDNET or CNET Networks presence:
USA South Africa
Pan Latin America Russia
UK Korea
France China
Netherlands Japan
Belgium India
Germany Hong Kong
Spain Thailand
Switzerland Malaysia
Portugal Singapore
Italy Australia
Turkey
#1 in the U.S., UK, France, Germany, Canada and Japan
CNET NETWORKS
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TOP 10 U.S. WEB PROPERTY
MEDIA METRIX, MAY 2000
<TABLE>
<CAPTION>
UNIQUE
USERS REACH
------ -----
<S> <C> <C>
1 AOL Networks 59.2 76%
2 Microsoft Sites 49.3 63%
3 Yahoo Sites 48.9 62%
4 Lycos 32.5 42%
5 Excite@Home 28.8 37%
6 Go Network 23.1 30%
7 About.com 17.9 23%
8 CNETNETWORKS 16.6 22%
9 NBCi 15.0 19%
10 Amazon 14.3 18%
</TABLE>
CNET Networks & ZDNET have 75% unduplicated users with the most desirable
demographics.
CNET NETWORKS
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CNET NETWORKS RANKS WELL
AMONGST TOP U.S. WEB PROPERTIES IN
REVENUE/USER
Annualized 1Q-00 Advertising Revenue/Unique User*
[BAR CHART]
AOL - ~$38
CNET
NETWORKS - ~$19
YAHOO - ~$19
EXCITE - ~$11
LYCOS - ~$ 9
NBCI - ~$ 8
*Based 1Q-00 revenues from each company's first quarter 2000 10Q and unique
users as of May 2000
CNET NETWORKS
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[CNET NETWORKS LOGO]
[CNET.COM LOGO] [ZDNET.COM LOGO] [MYSIMON LOGO]
[ZDNET INTERNATIONAL LOGO] [ZDNET GAMESPOT LOGO]
[TV.COM LOGO] [CNET RADIO LOGO] [CNET NEWS.COM LOGO]
[COMPUTER SHOPPER] [SMARTPLANET LOGO] [CDS CNET DATA SERVICES LOGO]
CNET NETWORKS
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TWO OF THE MOST PROFITABLE INTERNET COMPANIES
<TABLE>
<CAPTION>
FIRST HALF 2000 OPERATING RESULTS
CNET PRO FORMA
$m except per share NETWORKS ZDNET TOTAL
-------- ------- ---------
<S> <C> <C> <C>
Revenue $ 97 $ 73 $ 170
EBITA $ 7 $ 9 $ 16
EBITA % 7% 12% 9%
Pro forma net
income/share $ 0.08 $ 0.11 $ 0.11
</TABLE>
CNET NETWORKS
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VETERAN MANAGEMENT TEAM
Shelby Bonnie CEO, CNET Networks
Dan Rosensweig President, CNET Networks
Doug Woodrum CFO, CNET Networks
Richard Marino COO, CNET Networks
Barry Briggs President, ZDNET
Josh Goldman President, mySimon
CNET NETWORKS
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TOGETHER, THE BUSINESS GETS BETTER
CNET NETWORKS
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TECHNOLOGY MARKET IS HUGE AND GROWING
$1.4 Trillion Global
IT Spending in 2000
with an estimated 10-15%
annual growth*
o Opportunity is to capture additional dollars throughout all parts of the IT
supply channel
o Barely scratch the surface today
o Together, our scale creates more opportunity
*Source: Dataquest
CNET NETWORKS
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REVENUE OPPORTUNITIES
o Largely unduplicated user & advertiser bases create the opportunity to
cross promote & cross sell
- 75% unduplicated user base
- 75% unduplicated advertiser base (of the top 25)
o Combination creates new leverage for IT supply channel businesses
- Leverages ZDNET reseller relationships to promote CDS
- CDS will power ZDNET product databases
- Adds viewers to CMS coupons & rebates
o Combination provides the scale to go after new opportunities
- IT Services
- Exchanges
- Help products & services
CNET NETWORKS
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COST SYNERGIES IDENTIFIED THUS FAR
o 2001 marketing budgets are ~$80-$90m
- Utilize cross network promotion
- Negotiate more favorable traffic deals
- Leverage all of our platforms
o Plans to hire ~450 people between now and the end of 2001
- Reduce new hiring by at least 25%
o Lower the cost of future growth
- International
- Product development
CNET NETWORKS
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KEY INITIATIVES
o IT supply channel
- CDS has > 90 web site licenses & the database contains > 300,000
products for 23 countries & in 16 languages
- CMS initiated its NetBate program in 2Q 2000
- Apollo provides a web-based application for CDS and more
o Information & services for business users
- CNET Enterprise
- Webware.com
- ZDNET Business & Technology Channel
CNET NETWORKS
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KEY INITIATIVES - CONTINUED
o Footprint expansion
- Wireless distribution
- International
- mySimon
o Ad delivery innovation
- Using data and profiling to deliver marketers' messages in a
contextually relevant way
- Product specific marketing like coupons & rebates
- Direct marketing
- Broadband
- Wireless
CNET NETWORKS
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PRO FORMA OPERATING DATA
CNET NETWORKS
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ACCELERATING REVENUE GROWTH
Pro forma Revenue $m
[BAR GRAPH]
Plot Points
Annual
Growth
YRS: $ Rate
1997 - $ 67
1998 - $114 70%
1999 - $216 91%
1H-99 - $ 88 94%
1H-00 - $170 95%
CNET NETWORKS
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AVERAGE DAILY PAGE VIEWS CONTINUE TO CLIMB
Pro forma Average Daily
Page Views in millions
[BAR GRAPH]
Revenue per
1000 Pages
1Q-99 - 18.0
2Q-99 - 19.6 $26
3Q-99 - 21.5 $27
4Q-99 - 25.6 $31
1Q-00 - 30.1 $29
2Q-00 - 31.2 $31
CNET NETWORKS
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SCALABLE, SUSTAINABLE BUSINESS MODEL
<TABLE>
<CAPTION>
1Q-00*
% OF REVENUES
Long-Term
<S> <C> <C>
Revenue 100% 100%
Cost of Revenues 38% 20%
Gross margin 62% 80%
SG&A 50% 35%
EBITDA 17% 45%
</TABLE>
*Proforma combined results excluding mySimon
CNET NETWORKS
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STRONG BALANCE SHEET
<TABLE>
<CAPTION>
Pro Forma
---------
<S> <C>
Cash $ 339
Investments in publicly traded stocks $ 275
Investments in private companies $ 100
Investment assets $ 714
Convertible debt $(197)
Net cash & investments $ 517
</TABLE>
CNET NETWORKS
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IMPLIED PRO FORMA VALUATION
[BAR GRAPH] IMPLIED EBITDA MULTIPLE
-----------------------
is 28x
------
$4.3 Billion Total $3.8B ENTERPRISE VALUE BASED
Market ON $135M EXPECTED 2001
Capitalization EBITDA, A 145% INCREASE
OVER EXPECTED 2000*
$517M IN NET INVESTMENTS
* Based on the sum of the average analysts' expectations for CNET Networks and
ZDNET
CNET NETWORKS
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THE FUTURE IS OURS
o Global leader in the tech category
o Top 10 U.S. web property
o Leading international presence
o Increased scale & scope
o Profitable
o Strong balance sheet
CNET NETWORKS
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FURTHER INFORMATION ABOUT PROXY MATERIALS
Ziff-Davis and CNET will be filing with the SEC a proxy statement and other
relevant documents concerning the merger. WE URGE INVESTORS TO READ THE PROXY
STATEMENT / PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain these documents free of charge at the SEC's website, www.sec.gov. You may
also inspect documents filed with the SEC by Ziff-Davis at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
CNET, Ziff-Davis and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the security
holders of CNET and Ziff-Davis in favor of the merger. The directors and
executive officers of CNET and their beneficial ownership of CNET common stock
are set forth in the proxy statement for the 2000 annual meeting of CNET. You
may obtain that proxy statement free of charge at the SEC's website,
www.sec.gov. The directors and executive officers of Ziff-Davis include the
following: Eric Hippeau, Jason E. Chudnofsky, Daniel L. Rosensweig, Masayoshi
Son, Ronald D. Fisher, Jonathan D. Lazarus and Jerry Yang. Collectively, as of
January 31, 2000, the directors and executive officers of Ziff-Davis may be
deemed to beneficially own 70.04% of the outstanding shares of ZD Common Stock
and 10.48% of the outstanding shares of ZDNet Common Stock. Security holders of
CNET and Ziff-Davis may obtain additional information regarding the interests of
the foregoing people by reading the proxy statement / prospectus when it becomes
available.
