CNET Adopts Stockholder Rights Plan; May Give Company Leeway To Negotiate In a Takeover Fight

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CNET (NSDQ: CNET) Networks, in the middle of a fight with a consortium of shareholders who want to take over the board, has adopted a stockholder rights plan, it announced late on Friday night, in which one preferred stock purchase right will be distributed as a dividend on each common share held of record as of the close of business on January 21, 2008. The company said in the statement that this is being done to “deter coercive takeover tactics and to prevent an acquiror from gaining control of the Company without offering a fair price to all of the Company’s stockholders.” (Updated: The company has given more details on this in an SEC filing on Monday).

Not that this would prevent a takeover, but “should encourage anyone seeking to acquire the Company to negotiate with the Board of Directors prior to attempting a takeover,” the statement says. More financial and technical details in the release.

For all the dirt on CNET vs Jana Partners/consortium fight and issues, read our dedicated company page here.

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I cannot imagine ANY company feeling good about having Paul Gardi on their board. What has he accomplished? He was part of a team that sold Teoma to Ask Jeeves for less than $10M. This is hardly the makings of Silicon Valley greatness. After the sale he spent a lot of time at trade shows — bobbing and weaving through the crowds. And…now, he's looking to take over CNET? I get it!

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