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CNET Networks, Inc. Modifies and Extends Solicitation of Consents from Holders of 0.75% Senior Convertible Notes Due 2024.


Company Updates 3(rd) Quarter and Full Year Outlook

Company to Hold Teleconference on October 23, 2006 to Discuss Third Quarter Revenues and Cash Position

SAN FRANCISCO San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden  -- CNET (body) CNET - Centre national d'Etudes des Telecommunications. The French national telecommunications research centre at Lannion.  Networks, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:CNET) announced today that it has modified and extended its solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of consents for its outstanding $125.0 million principal amount of 0.75% Senior Convertible Notes due 2024. The Company also updated its outlook for it revenues for the third quarter of 2006 and for the full year.

Modified and Extended Consent Offering

The consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 has been modified to offer holders a two-year extension of the call protection period so that such period would end on April 20, 2011 rather than April 20, 2009. The offer, which was scheduled to expire midnight, New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time, on October 11, 2006, will now expire at midnight, New York City time, on Wednesday, October 18, 2006. The solicitation is being made upon the terms, and is subject to the conditions, set forth in the Company's Consent Solicitation Statement, dated September 13, 2006, and in the accompanying form of consent, as amended by the supplement to Consent Solicitation Statement dated October 11, 2006. The proposed amendments and waivers require the consent of holders of 70% of aggregate principal amount of the notes outstanding.

The Company will give five days prior notice by press release of its intention to file any delinquent reports with the Securities and Exchange Commission, provided that the obligation to provide any such notice will cease upon the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute.
     2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created
 or termination of the Consent Solicitation.

Requests for additional copies of the Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to D.F. King & Co., Inc., the information and tabulation tab·u·late  
tr.v. tab·u·lat·ed, tab·u·lat·ing, tab·u·lates
1. To arrange in tabular form; condense and list.

2. To cut or form with a plane surface.

adj.
Having a plane surface.
 agent, at (800) 829-6551 (toll-free) or (212) 269-5550 (collect). Questions regarding the consent solicitation should be directed to the Convertibles Sales Department of Banc of America Securities LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, the solicitation agent, at 800-654-1666 (toll-free) or 212-583-8206 (collect).

This announcement is not a solicitation of consents with respect to any securities. The consent solicitation is being made solely by the Consent Solicitation Statement dated September 13, 2006, as amended by the Supplement dated October 11, 2006.

Business Outlook

In April 2006 the Company revised its outlook noting several industry trends in the technology and video game industries. These factors continue to impact CNET Networks' business, and accordingly, the Company has further revised its outlook.

* For the third quarter of 2006, CNET Networks estimates total revenues were approximately $92.8 million. Previously, the Company had expected total revenues of $93 million to $96 million.

* For the full-year 2006, CNET Networks expects total revenues of $376 million to $386 million. Previously, the Company had expected full year total revenues of $386 million to $403 million.

The Company will not be in a position to file its Quarterly Report on Form 10-Q Form 10-Q

See 10-Q.
 for the quarter ended September 30, 2006 on a timely basis, pending the completion of its financial restatements related to its independent investigation of stock option granting practices and of the requisite audit procedures by the Company's independent registered public accountants. Consequently, CNET Networks is not in a position to provide actual results or guidance regarding operating expense Operating Expense

The essential things that a company must purchase in order to maintain business.

Notes:
For example, the payment of employees wages are an operating expense.

Also known as OPEX.
, operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
, net income or earnings per share.

The Company said that it expects to release its revenue results for the third-quarter ended September 30, 2006 and cash position, on Monday, October 23, 2006. The Company will hold its quarterly conference call to discuss third-quarter revenue results on Monday, October 23, 2006 at 5:00 p.m. ET (2:00 p.m. PT). To listen to the discussion, please visit http://ir.cnetnetworks.com and click on the link provided for the webcast conference call or dial (800) 344-1035 (international dial-in: (706) 679-3076). A replay of the call will be available either through an archived webcast at http://ir.cnetnetworks.com or telephone by dialing (800) 642-1687 (international: (706) 645-9291) and entering the conference ID number 7747781.

(The Company issued a separate release today reporting findings of the Special Committee of its Board of Directors on the Company's options granting practices and procedures. In addition, the Company also issued a press release today announcing Neil Ashe's appointment as CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. .)

This Business Outlook section contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 concerning the Company's expected revenues for the third quarter of 2006 and the full year and its expected restatement Restatement

A revision in a company's earlier financial statements.

Notes:
The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error.
 of its historical financials statements. There can be no assurance concerning the Company's actual third quarter or full year revenues or the outcome or timing of the restatement of CNET Networks' historical financial statements. Important factors that could cause actual revenue results to differ materially include: a lack of growth or a decrease in marketing spending on the Internet due to failure of marketers to adopt the Internet as an advertising medium at the rate that we currently anticipate; a lack of growth or decrease in marketing spending on CNET Networks' properties in particular, which could be prompted by competition from other media outlets, both on and off the Internet, dissatisfaction with CNET Networks' services, or economic difficulties in our clients' businesses; economic conditions such as weakness in corporate or consumer spending Consumer demand or consumption is also known as personal consumption expenditure. It is the largest part of aggregate demand or effective demand at the macroeconomic level. , which could prompt a reduction in overall advertising expenditures or expenditures specifically on our properties; the failure of existing advertisers to meet or renew their advertising commitments as we anticipate, which would cause us to not meet our financial projections; the failure to attract advertisers outside of our traditional technology and consumer electronics categories, which would cause us to not meet our financial projections; a continued decline in revenues from our print publications as advertising dollars shift to other media; and general risks associated with our business. The outcome and timing of the restatement may be impacted by actions that may be taken or required as a result of the investigation concerning matters relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 CNET Networks' stock option grants. Forward-looking statements are made as of the date of this press release and, except as required by law, the Company does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.

About CNET Networks, Inc.

CNET Networks, Inc. (Nasdaq: CNET, www.cnetnetworks.com) is an interactive media company that builds brands for people and the things they are passionate about, such as gaming, music, entertainment, technology, business, food, and parenting. The Company's leading brands include CNET, GameSpot, TV.com, MP3.com, Webshots, CHOW, ZDNet and TechRepublic. Founded in 1993, CNET Networks has a strong presence in the US, Asia and Europe.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 11, 2006
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