<PAGE>
Filed by Ziff-Davis, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Ziff-Davis, Inc.
Commission File No. 001-14055
PRESS RELEASE
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]
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.
<PAGE>
CNET TO ACQUIRE ZDNET/2
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 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."
<PAGE>
CNET TO ACQUIRE ZDNET/3
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 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.
<PAGE>
CNET TO ACQUIRE ZDNET/4
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-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.
# # #
<PAGE>
CNET TO ACQUIRE ZDNET/5
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.
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.
<PAGE>
E-MAIL TO ZIFF-DAVIS EMPLOYEES
To: ZDNet
cc:
Subject: MEMO FROM DAN ROSENSWEIG re: CNET/ZDNet News
Good morning. By now, you've probably seen the news of the combination of
the two leaders in the technology information space: CNET Networks Inc. and
ZDNet. I know this comes as a surprise: the news dissemination laws
affecting public companies mandate the strictest confidentiality. Now,
though, we are dedicated to ensuring that you understand this development, and
that we provide answers to your questions, to the best of our ability.
Before I explain how exciting, big and visionary this opportunity is, I'd
like to take a minute to thank you. The road to independence has been a
long one, and now we've learned that there's more than one way to get
there. As I have always said, we have achieved our incredible success
through our talent and hard work. Our union with CNET validates our
success, in that it is viewed as the synergistic combination of two
industry leaders in the technology information space. So thank you, for
all of your hard work and energy, which has led us to this momentous time
in our history.
The union of ZDNet and CNET accelerates our ability to achieve our vision
of becoming a global leader in providing information for people who want to
buy, use and learn about technology. The synergies between the two
companies are huge. Combined, we can accelerate the success of our
respective brands, bring more value to our marketing and business partners,
and increase our ability to compete globally. Combined, we are now -- more
than ever -- one of the premier Internet businesses in the world.
Here's a snapshot of the magnitude of our union: Combined, ZDNet and CNET
expect to reach 16.6 million monthly unique users in the US, and expect to
have annual revenues in excess of $500 million, and operating margins
around 25 percent. Together, the new entity will be a leading global
presence in 23 countries and 14 languages. By combining our strengths, we see
an enormous opportunity for the ZDNet and CNET brands to further build out our
B2C, B2B, wireless and channel initiatives.
This creates tremendous growth and expansion, and a global environment with
new and exciting opportunities for employees. We are working on an
information package that will anticipate your questions, and will continue
to communicate with you in the days and months to come. We
are establishing a Web site explicitly for the purpose of answering your
questions, and will forward that URL as soon as it's ready. In addition,
Shelby and I look forward to meeting as many of you as we can in person in
a series of town halls across the world.
<PAGE>
Again, I'm grateful for all you have done for ZDNet, and I'm excited about
the future, for all of us. On a personal note, I've spent my entire career
at one company, Ziff-Davis. I'm proud of what we've accomplished, our
legacy, and I could not imagine a more exciting environment for the next
phase of my career as the new President of CNET Networks Inc.
Dan Rosensweig
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.
