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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CNET NETWORKS COMPLETES ACQUISITION OF ZDNET UPON SHAREHOLDER
APPROVAL
COMBINATION CREATES NEW TOP 10 WEB ENTITY AND WORLD'S LEADING PLATFORM FOR
BUYERS, SELLERS AND SUPPLIERS OF TECHNOLOGY
SAN FRANCISCO, CA - OCTOBER 17, 2000 - CNET Networks, Inc. (NASDAQ:CNET),
announced today that it has completed its acquisition of ZDNet upon receiving
shareholder approval. At a shareholder meeting this morning, 99 percent of CNET
Networks shares present at the meeting voted to approve the acquisition. The
merger of the two companies marks the formation of a new top 10 Web entity.
CNET Networks also introduced its new organizational structure today, unveiling
five business units that will enable it to quickly tap into a range of
opportunities resulting from the merger (see separate announcement). In
connection with the acquisition, CNET Networks has appointed Dan Rosensweig,
president of CNET Networks, Inc. and former CEO of ZDNet; and Eric Hippeau,
president and executive managing director of Softbank International Ventures,
to its board of directors. They join the current directors, Shelby Bonnie,
Halsey Minor, John "Bud" Colligan, Eric Robison, and Mitchell Kertzman.
"This is a merger of two high-growth companies that are already profitable,"
said Shelby Bonnie, CEO of CNET Networks, Inc. "This union enhances our
opportunity to deliver shareholder value by leveraging our brands, data,
commerce and service platforms around the world. As we've stated before, in
2001, we expect to grow revenues to approximately $580 million and our EBITDA
margins to 25 percent."
"We're creating a company with global reach and we're moving very quickly to
tap into new business opportunities, said Dan Rosensweig, president of CNET
Networks, Inc. "At the time of the merger, we knew that technically our
businesses fit together well. Now that we've had the opportunity to work
closely together, we've learned that we share the same business philosophies
and similar cultures. This across-the-board synergy will speed the process."
According to Dataquest, global IT spending, including computer hardware,
software and services, is expected to reach $1.4 trillion in 2000 and grow at
rate of 10 to 15 percent annually for the next three years. Through the
acquisition, CNET Networks is positioned to address this market opportunity by
focusing on its global media properties and channel services. The company is
poised to become the central information and technology resource for all
audiences, from individuals and business professionals, to the resellers,
distributors and manufacturers that populate the IT supply chain.
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CNET Networks' significant audience reach and penetration into the IT
marketplace is a key part of its growth strategy. CNET Networks and ZDNet
reaches approximately 24 million people online around the globe. In the United
States alone, CNET Networks has an online audience of 17.6 million unique
monthly visitors and a 22 percent reach, as measured by Media Metrix*.
According to a Nielsen NetRatings custom run, in August 2000, the CNET
Networks/ZDNet combination reached 43 percent of professionals in the
MIS/technical universe who are active online and at work, and nearly a quarter
of all executives and managers who have purchase decision-making power at
work**.
To effect the acquisition of ZDNet, CNET Networks acquired the outstanding
common stock of Ziff-Davis, Inc. Under the terms of the merger agreement, each
share of ZD common stock (NYSE:ZD) was converted into 0.3397 shares of CNET
Networks common stock and each share of ZDNet common stock (NYSE:ZDZ) was
converted into 0.5932 shares of CNET Networks common stock. CNET expects to
issue approximately 47 million shares of common stock in the transaction. CNET
Networks now has approximately 134 million shares outstanding, of which about
67 percent will be held by persons other than Softbank and CNET officers and
directors. As a result of this transaction, both ZD and ZDZ common stock will
no longer be listed on the New York Stock Exchange, and will cease trading
following the close of stock market trading today.
ABOUT CNET NETWORKS, INC.
CNET Networks, Inc. (Nasdaq: CNET) is the global source of technology and
commerce-related information, data, exchanges and services. As a top 10
Internet company with operations in more than 23 countries and 16 languages,
CNET Networks connects buyers, sellers and suppliers throughout the IT supply
chain with award-winning content via the Web, wireless devices, television,
radio and print. Its respected brand portfolio includes CNET.com, ZDNet.com,
mySimon, News.com, TV.com, Computer Shopper magazine, SmartPlanet.com, and CNET
Radio, as well as CNET Channel Services, including CNET Data Services, CNET
Media Services and Channel Online. The company's vision is to educate and
empower people and businesses by unlocking the potential of the technology
world to make things easier and faster, and by helping them to make smarter
buying decisions.
# # #
SAFE HARBOR
This press release includes forward-looking information and statements that are
subject to risks and uncertainties that could cause actual results to differ
materially. These statements are often identified by words such as "expect",
"anticipated" and "intend".
Statements regarding the company's expected revenue growth, operating margins
and other expected performance are subject to the following risks: that
expected synergies of the ZDNet acquisition will not be achieved; that the
businesses will not be integrated successfully; that acquisition costs will be
greater than expected; the inability to identify, develop and achieve success
for new products, services and technologies; the inability to attract new
customers for the company's channel services products; increased competition
and its effect on the company's pricing and need for marketing; the inability
to establish or renew relationships with commerce,
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advertising, marketing, technology, and content providers; a decrease in
advertising spending on the Internet in general or on CNET Networks' properties
in particular; and to the general risks associated with the company'
businesses. For risks about CNET's business, see its registration statement on
Form S-4 filed September 8, 2000, in connection with the Ziff-Davis merger, its
Form 10-K for the year-ended December 31, 1999 and subsequent Forms 10-Q and
Forms 8-K. For risks about Ziff-Davis's business, which may also apply to its
business following the merger, 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.
*Media Metrix, Digital Media Universe Top Properties, August 2000
**who are active online at work
Lazard Freres acted as financial advisor to CNET Networks, Inc. in the
transaction. Morgan Stanley & Co. served as financial advisor to ZDNet.
MEDIA CONTACT:
Blaise Simpson, CNET Networks, Inc., 415 364-8447, [email protected]
INVESTOR RELATIONS CONTACT:
April Walden, CNET Networks, Inc., 415 364-8553, [email protected]
