News of CBS Corp. going to acquire CNet Networks Inc. came as a surprise, but the $1.8 billion deal has not been closed yet. Quite the contrary, because CNet could get a modified go-shop provision into its merger agreement with CBS. A go-shop provision allows the company that is to be bought to go out and look for higher bidders for a limited period of time, usually no longer than 60 days after the merger agreement has been signed.
The provision in the CBS/CNet agreement has been modified a bit, not allowing CNet to actively solicit competing bidders. But for a period of 30 days the company may be contacted by third parties and receive bids from them, and it may respond with information and details required for interested parties to make a bid. This gives CNet more freedom in finding higher bidders than usually is the case with mergers.
If the company cannot find another party interested in CNet at a total price higher than $1.8 billion it will most likely be sold to CBS Corp. Though, I think chances are slim that CNet will indeed receive a higher bid during the 30-day period. CBS Corp.’s offer is already pretty high considering the 45 percent premium it is going to pay and despite CNet’s highly valuable domain name holdings and popular online properties it should take quite some time for any buyer to recoup this investment.
(via DomainNews.com, NY Times DealBook)




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