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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
and
Subject Company: Ziff-Davis Inc.
Commission File No.001-14055
The following information contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those projected, anticipated or implied. The
forward-looking statements address the following subjects, among others:
expected date of closing the merger, future financial and operating results, and
timing and benefits of the merger. The following factors, among others, could
cause actual results to differ materially from those described in the
forward-looking statements: the risk that the CNET and Ziff-Davis businesses
will not be integrated successfully; costs related to the proposed merger;
failure of the CNET or Ziff-Davis stockholders to approve the proposed merger;
inability to further identify, develop and achieve success for new products,
services and technologies; and an inability to establish and maintain
relationships with e-commerce, advertising, marketing, technology, and content
providers.
Careful consideration also should be given to cautionary statements made in
CNET's reports filed with the Securities and Exchange Commission, especially the
section entitled "Cautionary Statement Concerning Forward-Looking Statements" in
CNET's Annual Report on Form 10-K.
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THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY
CNET NETWORKS, INC. AND ZIFF-DAVIS INC.
ON JULY 19, 2000
FOR IMMEDIATE RELEASE
CNET NETWORKS, INC. ACQUIRES ZDNET TO CREATE THE WORLD'S
LEADING PLATFORM FOR BUYERS, SELLERS AND SUPPLIERS OF
TECHNOLOGY PRODUCTS AND SERVICES
CREATES 8TH LARGEST PROPERTY ON THE INTERNET WITH LEADING TECHNOLOGY
SITES IN 23 COUNTRIES
SAN FRANCISCO, CALIF. JULY 19, 2000 - CNET Networks, Inc. (NASDAQ:CNET) and
ZDNet today announced that they have signed a definitive merger agreement by
which CNET will acquire ZDNet to create the global leader in providing
technology information and related services to businesses and individuals across
multiple platforms, including online, wireless devices, television, radio and
print. Together the companies have an unduplicated online audience of 16.6
million unique monthly users and would rank as the eighth largest property on
the Internet with a reach of 22 percent.* The move also makes CNET Networks one
of the top global Internet companies, with a leading position in Europe and
Asia.**
To effect the acquisition of ZDNet, CNET Networks will acquire the outstanding
common stock of Ziff-Davis, Inc. Under the terms of the merger agreement, each
share of ZD common stock (NYSE:ZD) will be converted into 0.3397 shares of CNET
Networks common stock and each share of ZDNet common stock (NYSE:ZDZ) will be
converted into 0.5932 shares of CNET Networks common stock. CNET expects to
issue approximately 50 million shares of common stock in the transaction, valued
at approximately $1.6 billion based on Tuesday's closing price. As a result,
holders of Ziff-Davis stock will hold approximately 35 percent of the combined
equity.
The transaction is subject to customary terms and conditions, including the
approval of the shareholders of both companies and termination of the waiting
period under the Hart-Scott-Rodino Act. Softbank, which owns a majority of the
voting stock of Ziff-Davis, has agreed to vote its shares in favor of the
transaction. Members of CNET's management representing approximately 20 percent
of CNET's stock have also agreed to vote for the merger. The parties expect the
transaction to close in the fourth quarter.
Prior to the completion of this merger and as a condition to the merger,
Ziff-Davis, as previously announced, will spin off its trade show and conference
business. Ziff-Davis simultaneously expects to pay a cash dividend of
approximately $2.50 per ZD share to its ZD stockholders. The spin-off and cash
dividend are expected to be completed in mid-August.
"Technology is driving the global economy," said Shelby Bonnie, CEO of CNET
Networks, Inc. "Our vision is to provide trusted information and marketplaces
for buyers and sellers of
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technology products. We supply the independent information they need to buy
better, sell more efficiently, and be more productive in business. Our union
accelerates our ability to participate in this multi-trillion dollar global
market throughout the supply chain."
"We're creating a company with global reach and anticipated revenues in excess
of half a billion dollars next year," said Dan Rosensweig, president and CEO of
ZDNet, who will become president of CNET Networks, Inc. "Marketers will be able
to target the most active buyers through our powerful, trusted brands, including
ZDNet, CNET and mySimon. Both companies have set themselves apart by providing
in-depth, award-winning information and services that facilitate transactions."
Masayoshi Son, President of Softbank said, "We enthusiastically support the
union of these two industry leaders. The need for technology information is huge
and growing on a global scale. This marriage fits perfectly with our vision to
own significant stakes in the leaders in important categories on the Internet."
GLOBAL LEADER
The combined entity will deliver world-class content and services under both the
CNET and ZDNet brands in 23 countries around the world. ZDNet is a leading Web
presence in global markets including Europe and Asia, with robust advertiser
relationships outside of the United States. In the first quarter ended March 31,
2000, ZDNet's international sites accounted for nearly 10 percent of ZDNet's
total net revenues.
"ZDNet's established international presence will quickly propel our combined
company into a position of global leadership in technology media," continued
Bonnie. "This is but one example of how we can lower the cost of future growth
as a result of our joining forces."
EDITORIAL EXCELLENCE
With the acquisition, CNET will extend its reputation as an award-winning,
trusted source of original editorial content related to technology. ZDNet has
been consistently recognized for its authoritative and comprehensive coverage of
the technology industry, from news and analysis to product reviews, help and
how-to information. The companies' combined product offerings span the spectrum
of technology information and services including: 24x7 industry news; product
reviews, specifications and prices; downloads; online help, and sites dedicated
to enterprise computing and the channel, Web building, gaming, music, digital
photography and more.
GLOBAL TRILLION DOLLAR MARKET
According to Dataquest, global IT spending, including computer hardware,
software and services, is expected to reach $1.4 trillion in 2000 and to grow at
rate of 10-15 percent annually for the next three years. Together, CNET Networks
and ZDNet would create the single largest venue on the Internet for reaching
technology purchase decision-makers.
CNET and ZDNet intend to leverage complementary assets and relationships to take
advantage of key growth sectors in the category, including expanding
business-to-business marketplaces, and exploring new applications for wireless
and broadband content delivery and channel expansion.
"Our efforts with respect to providing information and services within the IT
supply channel, including CNET Data Services, our coupon and rebate programs,
and recently announced Apollo acquisition, remain one of the most exciting
growth areas for the company," says Bonnie. "With
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ZDNet's channel content and extensive databases of providers, we have
strengthened our channel efforts significantly and opened up additional
opportunities."
PROFITABLE INTERNET BUSINESSES
In the first quarter ended March 31, 2000, CNET Networks generated EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization) of $7.6 million
on revenues of $44 million. For the same period, ZDNet reported EBITDA of $4.5
million on revenues of $36 million. According to Business Week, CNET and ZDNet
are two of only 16 Internet companies that were profitable in 1999 or are
expected to be profitable in 2000.***
Together, the companies derive revenue from multiple sources, including online,
television, and radio advertising, lead fees, integration fees and license fees.
With the acquisition, CNET will further diversify its revenue sources, with
subscription revenues related to ZDNet's print business and its online learning
business.
Together, the companies will have cash and marketable securities totaling
approximately $600 million.
STRONG MANAGEMENT TEAM
Combined, CNET and ZDNet will boast one of the deepest and most experienced
management teams in the industry. Bonnie will continue as CEO of CNET Networks,
with Rosensweig as president of CNET Networks. Richard Marino, currently
president of CNET.com will be promoted to Chief Operating Officer of CNET
Networks. Barry Briggs will continue as president of ZDNet and Josh Goldman as
president of mySimon. A representative from Softbank will be joining the CNET
Board of Directors.
GUIDANCE
In 2001, CNET Networks, including ZDNet and mySimon, is expected to generate
approximately $500 million in revenues and to expand EBITDA margins to
approximately 25 percent, up from approximately 15 percent in the first quarter
ended March 31, 2000.
ABOUT CNET NETWORKS, INC.
CNET Networks, Inc. (Nasdaq: CNET), is the trusted source of information for
buyers, sellers, and suppliers around the world. CNET Networks, Inc. is a
platform for two Internet brands, a computer product database, and television
and radio programming for people and businesses. CNET, www.cnet.com, is an
indispensable source of knowledge about computers, the Internet and technology,
serving millions of users each day. CNET's Web content has been localized for
eight Asia Pacific markets: Hong Kong, Singapore, Malaysia, Japan, Korea, China,
Taiwan and Australia. CNET's award-winning television and radio programs are
broadcast in 100 countries worldwide, as well as on CNBC and other national
distribution in the U.S. mySimon, www.mysimon.com, offers its users a valuable
online buying guide that covers more than 200 categories and over 2000
merchants. CNET Data Services (CDS) is the industry standard for information
powering the computer and electronics sales and distribution channels. CNET
Networks, Inc. currently has cash and marketable securities valued at more than
a half-billion dollars.
ABOUT ZDNET
ZDNet (NYSE: ZDZ) operates the world's leading Web destination (www.zdnet.com)
for people who want to buy, use and learn about technology. Part of a global
network of technology-
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focused sites produced through local operations in 22 countries and in 14
languages. Winner of the Computer Press Association's Best Overall Online Site
Award for two years in a row, ZDNet Sites consistently ranks among the top 20
Web properties in the United States in unique visitor reach, and the top 15
among the At Work audience according to Media Metrix. Its technology-interested
audience ranges from consumers to IT professionals. ZDNet is headquartered in
San Francisco.
Lazard Freres acted as financial advisor to CNET Networks, Inc. in the
transaction. Morgan Stanley & Co. served as financial advisor to ZDNet.
# # #
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 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.
Statements regarding the expected benefits of the transaction and the company's
expected revenues and EBITDA margins 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.
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.
*Media Metrix, Digital Media Universe Top Properties, May 2000
**Media Metrix Multi Country Web Report, May 2000
*** Business Week, July 24, 2000
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CONTACT: BLAISE SIMPSON
CNET NETWORKS, INC.
(415) 364-8447
[email protected]
KAREN WOOD
CNET NETWORKS, INC.
(415) 364-8473
[email protected]
ROBERT BORCHERT
ZDNET
(212)-503-3505
[email protected]
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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.
