JANA Partners Comments on CNET Reorganization

Following an announcement by CNET Networks (Nasdaq: CNET) that it has assembled a "task force" to evaluate fundamental operating issues, JANA Partners LLC Managing Partner Barry Rosenstein issued the following statement:

It is astounding that it has taken years of shareholder value destruction for CNET to even start examining the basics of reversing its ongoing underperformance, and even then only after we began calling for change. Fundamental issues like these that we have raised should have been addressed years ago.

Although CNET has belatedly said it will examine these fundamental issues, shareholders should ask themselves whether there is any reason to believe that the current leadership will do so successfully. The current board of directors has presided over an almost 50% stock price decline in the last two years through yesterday, yet they failed to demonstrate any sense of urgency to address these basic issues until publicly called on to do so. CNET's board of directors and much of its senior management team, including its CEO and the head of its "task force", also lack the necessary sector experience and expertise to address these issues and future challenges effectively.

We agree that CNET has failed to address these issues historically and that change is needed. Rather than farming out the challenges facing CNET to a "task force" led by its CFO, we think a better plan is to bring the necessary experience and expertise to CNET's board of directors, who can work with management to address these issues decisively and effectively going forward. This is why we have proposed new board members who we believe possess the experience and expertise to bring effective change to CNET and maximize value for all shareholders.

JANA has joined with Sandell Asset Management, Paul Gardi of Alex Interactive Media, Spark Capital and Velocity Interactive Group in seeking to elect two individuals to replace the board members who are up for re-election at CNET's 2008 stockholders meeting and to expand CNET's board by five members and nominate individuals to fill those vacancies. Collectively these investors hold approximately 14.9% of CNET's voting stock. JANA and Sandell also have separate non-voting economic interests of approximately 5% and 3%, respectively. [JT]

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