CNET TO ACQUIRE ZIFF-DAVIS, INC. FOR STOCK.

Cnet Networks Inc. (CNET; San Francisco, CA) has agreed to acquire Ziff- Davis, Inc. (New York) for stock. CNET will exchange 0.59 share for each of Ziff-Davis' 85 million shares. Based on CNET's July 31 closing price, the deal is valued at about $1.5 billion. At the time of the announcement, the deal reflected nearly a 50% premium on Ziff-Davis stock.

Not to be confused with Ziff Davis Media, Ziff Davis, Inc. consists of ZDNet (San Francisco, CA), Computer Shopper magazine, "Smart Planet," an online educational service for the technology sector., and an equity stake in Red Herring Communications. Soft- bank Corp., which owned more than 50% of Ziff-Davis, will own a 17% stake in the combined company.

The combined Web properties of CNET and ZDNet will have an estimated 16.6 million unduplicated visitors a month, making it the seventh-largest digital media property, according to Media Metrix. CNET said the deal was designed to increase online advertising revenue and integrate overseas operations. The acquisition of, Ziff-Davis creates "more information opportunities between buyers and sellers," the company said.

Earlier this year, Ziff-Davis began a restructuring plan that resulted in the spin off of most its publishing operations to Willis Stein & Partners, now named Ziff Davis Media, for $780 million. The company had previously sold its ZDTV unit to Vulcan Ventures and is involved in the spin-off of its trade show unit, the sale of which is a condition of the purchase by CNET.