JANA Partners reacts to CNET's poison pill

By Lisa Kerner

Charlotte, N.C, Jan. 15 - JANA Partners LLC called CNET Networks, Inc.'s recently announced stockholder rights plan an "outdated and unpopular entrenchment mechanism."

Instead, JANA said CNET should focus on reversing its "chronic underperformance" as a means of maximizing shareholder return.

JANA's comments were made in a news release issued on Tuesday.

CNET announced its rights plan on Monday and said it is designed to deter "coercive takeover tactics."

As previously reported, 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 Jan. 21.

Each right, when exercisable, allows the holder to buy one one-thousandth of a share of a new series of junior participating preferred stock for $35.

JANA in collaboration with Paul Gardi and Spark Capital, selected a slate of nominees for election to CNET's board and recommended the board be expanded to 13 members from 8 members at the company's 2008 annual meeting.

JANA's nominees are:

• Gardi, managing member of Alex Interactive Media;

• Santo Politi, founder and general partner of Spark Capital;

• Jon Miller, founding partner of Velocity Interactive Group and former chairman and chief executive officer of AOL;

• Jaynie Studenmund, former chief operating officer of Overture Services Inc./Yahoo!;

• Julius Genachowski, managing director of Rock Creek Ventures and co-founder of LaunchBox Digital;

• Brian Weinstein, senior executive, business development group at Creative Artists Agency; and

• Giorgio Caputo, managing director, JANA Partners.

Gardi and Politi will be nominated to replace two CNET directors standing for re-election. The remaining candidates will be nominated for the five new director seats if the board is expanded.

CNET is a San Francisco-based interactive media company.

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