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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
Following is the complete
text of a press release issued
today by Ziff-Davis Inc.
[LOGO OF ZDNET]
FOR IMMEDIATE RELEASE Contacts: Investors: Media:
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Robert Borchert Martha Papalia
(212) 503-3505 (617) 225-3340
[email protected] [email protected]
ZDNET PRE-ANNOUNCES SECOND QUARTER FINANCIAL RESULTS
SAN FRANCISCO, July 24, 2000 - ZDNet (NYSE: ZDZ), which operates the world's
leading network of Web sites for people who want to buy, use and learn about
technology, today announced that it expects to report its eighth consecutive
quarter of operating profitability on a more than 70% increase in revenue
compared with the prior year's second quarter. ZDNet will report its full
financial results for the second quarter on Wednesday, August 2, 2000 after 4:00
P.M. Eastern Time.
Second quarter revenue is expected to be approximately $39 million, compared to
revenue of $22.9 million reported in the same quarter of 1999. Operating income,
before acquisition-related amortization and stock-based compensation expense, is
expected to be about $5.6 million, or $0.07 per share, up more than 40% when
compared to the $4.0 million, or $0.05 per share, in operating income reported
in the second quarter of 1999.
"ZDNet's growth in revenue and profitability clearly shows our ability to
leverage our Web-based media model as a leading, technology-focused business,"
said Dan Rosensweig, CEO of ZDNet. "The power of our model is in the
relationship our users have with the ZDNet brand, and in our ability to
continually build that relationship through a rich array of technology
information, services and commerce opportunities on a global basis."
ZDNet's operating strength is highlighted by the following metrics:
- Average daily page views grew approximately 63% to 14.4 million from 8.8
million in the second quarter last year.
- Revenue yield per thousand page views increased around 10% to
approximately $28.95 from $26.31 in the second quarter of 1999.
- The number of ZDNet advertisers reached a record 603 in the second
quarter of 2000, up 40% from 431 in the same quarter last year.
ZDNet (NYSE: ZDZ) operates the leading Web destination (www.zdnet.com) for
people who want to buy, use, and learn about technology, part of a worldwide
network of technology-focused sites produced through local operations in 22
countries, on 6 continents, in 14 languages. ZDNet Sites consistently rank among
the top 20 Web properties in unique visitors, and the top 15 among the Media
Metrix "At Work" audience. Its technology-interested audience - ranging from
consumers to IT professionals - comes more often and spends more time on ZDNet
Sites than on any other technology content entity, a testament to its enormous
depth and breadth of original, fresh content and services.
This release contains forward-looking statements that are subject to risks and
uncertainties. Although Ziff-Davis Inc. and ZDNet believe that the expectations
reflected in its forward-looking statements are reasonable, actual results could
differ materially from those expectations. Important cautionary statements and
risk factors that would affect actual results are discussed in materials filed
by Ziff-Davis Inc. with the Securities and Exchange Commission, including under
the caption "Risk Factors" in the Ziff-Davis Inc. Proxy Statement dated February
7, 2000 and in the Form S-3 filed with the SEC on April 25, 2000. Holders of ZD
Group Stock and ZDNet Stock are common stockholders of Ziff-Davis Inc. and are
subject to the risks associated with an investment in Ziff-Davis Inc. and all of
its businesses, assets and liabilities.
Ziff-Davis and CNET will be filing with the SEC a proxy statement and other
relevant documents concerning their planned merger. We urge you to read the
proxy statement / prospectus and any other relevant documents to be filed with
the SEC, because they contain important information. You will be able to obtain
these documents free of charge at the SEC's Web site, 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. The joint press release relating to
the merger filed with the SEC on July 19, 2000 contains information regarding
the participants in the proxy solicitation and their ownership of Ziff-Davis and
CNET stock.
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Following is the text of a memorandum regarding the CNET/ZDNet merger that was
circulated to Ziff-Davis employees today.
Memo from Dan Rosensweig:
This week brought about the biggest milestone in ZDNet history. I hope you share
in my excitement over our plans to merge with CNET Networks. While the news must
have come as a surprise, I hope you are able to see that merging our two strong
brands into one company creates enormous opportunity for us to build on our
vision and goal of providing the best, most relevant information for people
around the world who want to buy, use, and learn about technology.
The news of the CNET/ZDNet merger created quite a buzz around the globe, as we
received coverage in all of the top media outlets from the Wall Street Journal,
the New York Times and Business Week, to television appearances for Shelby
Bonnie and I on CNNfn and CNBC and other stations. Overall, the coverage was
extremely positive, showing how the combined synergies of CNET and ZDNet will
position us to further develop our brands as respected sources for technology
content and services worldwide.
I know you recognize the excitement and potential of this new opportunity. This
week, understandably, everyone was excited and curious about the merger, and it
is perfectly natural for everyone to have taken a temporary step back from work,
but now it is important for each of us to put our focus back on target. It's
"business as usual" around ZDNet, and we must remain productive and dedicated
during this exciting time.
Since the news of a union between ZDNet and CNET came at a time when we were
preparing for our independence, naturally many of you have some questions and
concerns. Over the next few weeks, Shelby Bonnie and I will visit each of the
ZDNet offices to hold a series of town hall meetings and to meet with all of you
to answer your questions in person. We've been inspired by the high overall
level of enthusiasm at the first town hall meetings held last week at the ZDNet
and CNET offices in San Francisco, and we look forward to our upcoming stops to
each of the other ZDNet offices. This merger has created the opportunity for us
to combine efforts to win, and to together build something special. The
combination of our two great companies and world-class brands will enable us to
leap frog to a new level of success.
I know this is an unusual time, and personally, I feel extremely lucky to be
part of ZDNet right now. Our success has never been as clear and defined as its
proven to be this week. So, I again want to thank you for all of your hard work
and energy, which has enabled us to seize this opportunity and look forward to
our new future.
- Dan
The merger news is keeping our lawyers busy! They even made me add this
disclaimer below:
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 you to read the proxy
statement / prospectus and any other relevant documents to be filed with the
SEC, because they contain important information. You will be able to obtain
these documents free of charge at the SEC?s website, www.sec.gov. You may also
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inspect documents filed with the SEC by Ziff-Davis at the offices of the NYSE,
20 Broad Street, New York, New York 10005. The joint press release relating to
the merger filed with the SEC on July 19, 2000 contains information regarding
the participants in the proxy solicitation and their ownership of Ziff-Davis and
CNET stock.
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