CNET Hostile Takeover Details: Invade Boardroom, Fire Management

03/28/2008 02:45 am ET | Updated May 25, 2011

CNET didn't formally respond to our friendly offer two weeks ago, and now another group has launched a hostile play for the company. And, boy, is it hostile. This morning, JANA released details of its plan:

JANA Partners will nominate 7 directors at the next shareholders meeting--2 to replace the 2 up for election and then 5 more after JANA succeeds in amending the company's bylaws to increase the number of directors to 13. Note that JANA isn't offering to buy the company. It is trying to invade the boardroom and take it over. If it is successful--and given the hammering CNET shareholders have taken over the past decade, success seems a reasonable possibility--the new board's first order of business will likely be to fire CNET CEO Neil Ashe and other members of his senior team.

JANA and its partners currently own 8% of CNET's voting stock and JANA has an additional approximately 8% non-voting economic interest in CNET. Sandell Asset Management Corp., which has agreed to support JANA's effort, has a separate approximately 5% non-voting economic interest. (Thus the "21%" the NYT noted this morning)

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