The CBS-CNET merger negotiation timeline

How'd the CBS-CNET merger go down? Without much involvement from CBS Interactive head Quincy Smith, it turns out. Most of the negotiations with CNET CEO Neil Ashe went through Fredric Reynolds, Executive Vice President and Chief Financial Officer of CBS. Occaisionally, CBS CEO Leslie Moonves stepped in to move things along. That and more surprises in our timeline of the deal, below.

  • Early April 2007: CBS management visited CNET's offices in San Francisco, met with members of CNET's management team, including Neil Ashe, Chief Executive Officer of CNET. No specific proposals resulted.
  • December 2007: Mr. Moonves contacted Jarl Mohn, Chairman of the CNET Board.
  • January 2008: Mr. Moonves contacted Mr. Ashe.
  • January 30: the CBS Board reviewed CNET.On March 18, 2008, Moonves and Reynolds visited CNET in San Francisco.
  • March 31: the CBS Board authorized CBS' management to pursue a business combination transaction with CNET.
  • April 2: Reynolds called Ashe. Ashe indicated that the CNET Board might consider a proposal if properly valued. CBS was willing to consider an all-cash transaction at a 40% premium.
  • April 9: Mr. Ashe called Mr. Reynolds. The CNET Board considered the CBS price indication to be too low. Reynolds reiterated that CBS' price indication did not reflect any value that might be uncovered in due diligence.
  • April 24: Moonves contacted Mr. Ashe to continue discussions.
  • May 1: Mr. Reynolds called Mr. Ashe reiterated a price of $10.50 per share and informed Mr. Ashe that CBS had acquired Shares.
  • May 2: Mr. Ashe reiterated that CBS' proposed price did not reflect the value of CNET's agreement with Yahoo! Inc. and certain cost cutting efforts. Morgan Stanley called Reynolds and encouraged CBS to present terms in writing.
  • May 5: CBS delivered a letter, which specified the terms at $10.75 per Share a 42% premium. Morgan Stanley called Reynolds and noted that CBS' price indication was too low.
  • May 7: CBS and CNET entered into a confidentiality agreement allowing CBS to conduct a review of CNET.
  • May 8: CBS' legal counsel commenced review of non-public information regarding CNET.
  • May 10: Reynolds informed Morgan Stanley CBS was to increase to $11.25 per Share. Morgan Stanleyindicated that CBS would need to increase the purchase price.
  • May 11: Mr. Reynolds indicated to the Morgan Stanley representative that CBS was willing to increase its proposed price to $11.50 per Share.
  • May 12: Mr. Reynolds noted that CBS' proposed price of $11.50 per Share was CBS' best and final price, but that CBS could agree to a reduced termination fee.
  • On May 14 and into the following early morning, CBS and CNET completed final negotiations.