After the court ruling defeat yesterday, CNET Networks CEO Neil Ashe sent out an internal e-mail to employees explaining the management's stance. The e-mail was filed with SEC earlier this morning and reproduced below:
"Today, Delaware Court ruled on JANA's motion from January. We are reviewing the court's decision, considering an appeal and expect that we may see more decisions on this front in the next month or so.
Regardless of what happens in Delaware, it's important to remember that even if JANA is permitted to submit its proposals for consideration at our Company's annual meeting this summer, they would still require a super majority vote of 66.67% to secure an election of more than 2 directors. That's a very high threshold for them to pass.
Even so, we care about what happens at this governance level. Aside from the obvious costs and disruption that a proxy contest makes to our business, we don't believe that opportunistic shareholders, like JANA, should be able to secure control of our Company without providing a premium. We don't believe it is right, and we certainly don't believe it's in the best interest of our stockholders, our employees or our company.
We are confident in our business plan to deliver value to all shareholders and realize the full potential of CNET Networks (NSDQ: CNET). I ask that each of you stay focused on delivering against our 2008 objectives.
Remember, stockholder activism is more common place today. We are not alone. The New York Times (NYSE: NYT) and IAC (NSDQ: IACI) are both addressing similar situations. As I have said since the beginning, this is like a chess match. Today's announcement is just another move on the chess board. Andy, Zander and I will continue to work with our external team of advisors regarding this matter.
If you have questions, please send them to email@example.com. We will aggregate your questions and provide answers on a regular basis. In addition, as you see me walking around the halls, please let me know if you have questions."
By Rafat Ali