M.M. Dillon & Co. (“Dillon”) was engaged to act as financial advisor to JANA Partners (“JANA” or the “Acquiror”) in connection with a potential acquisition of CNET Networks, Inc. (“CNET” or “the Company”). Dillon advised JANA on an asset purchase agreement with AG.com, Inc., whereby AG purchased substantially all of the assets and assumed certain liabilities of CNET’s Webshots business unit. As a result, Jana petitioned to appoint 7 Directors to the Board of CNET and assume majority control of the Company. CNET rejected this proposal despite JANA’s 17% ownership of the Company as well as JANA’s tender offer to purchase all of CNET for a 48% premium to the 4/01/08 closing price. The Company cited strategic differences with JANA and was ultimately sold to CBS whereby they acquired all outstanding shares of common stock for $11.50 per share, a 45% premium to the 5/14/08 closing price. As a result of the $11.50 per share acquisition, JANA and other parties advised by Dillon realized an approximately 54% gain on their investment in CNET.
About Jana Partners LLC
JANA Partners LLC is a privately owned investment manager. The firm manages a family of hedge funds for its clients. The firm invests in the public equity markets of the United States. It typically invests in value stocks. The firm employs an event-driven strategy, activist strategies, a market neutral strategy, a long/short equity strategy, and a risk arbitrage strategy while making investments. JANA Partners was founded in April 2001 and is based in New York, New York with an additional office in San Francisco, California.
About M.M. Dillon & Co.
M.M. Dillon & Co. (formerly CRT Investment Banking LLC) is an employee owned partnership where industry and product specialists collaborate closely to provide creative, idea-driven advice and solutions to its institutional and corporate clients. M.M. Dillon offers public and private financing, M&A advisory and restructuring advisory services. M.M. Dillon’s team of experienced professionals provides execution capabilities for companies across a range of industry sectors. The firm’s senior banking professionals have a minimum of 20 years of experience with major Wall Street firms.