To: SirRealist who wrote (69025 ) 1/30/2000 8:07:00 AM From: Bouf Read Replies (1) | Respond to of 108040
ZD/ZDZ to merge BIG NEWS HERE....cash dividend of $5.00 expected for the ZD holders too!!!YESSSSSSSSSSSSSSSS! NEW YORK, Jan 28 (Reuters) - Former trade publisher Ziff-Davis Inc. (NYSE:ZD - news) said on Friday it will ``merge' with its online business ZDNet (NYSE:ZDZ - news), which currently trades as a tracking stock, after making ZDNet an independent company. Ziff-Davis spent the last half of 1999 selling off virtually all its traditional media and non-Internet assets to focus on the online business. It will ultimately be ``merged' into ZDNet Inc. by the second quarter of 2000 and will trade as a single common stock with ZDNet's ticker symbol. ``Analysts expect that the elimination of the tracking structure will make us a pure-play Internet company,' ZDNet's president and chief executive Dan Rosensweig. ``We'd like the company to start trading like Internet stock, which would give us the currency to expand.' Ziff-Davis' largest shareholder, Softbank Corp. of Japan, would be the largest shareholder of ZDNet with a 45 percent stake. ``We consider ZDNet a core Softbank holding, as it exemplifies our long-term strategy of investing in market leaders on the Web,' said Masayoshi Son, chairman and chief executive officer of Softbank. Softbank announced in July it would focus exclusively on Internet properties. Since then, Ziff-Davis has sold off each of its media and marketing properties one by one. Most recently, it sold its publishing arm, which included PC Magazine, to a private investment firm for $780 million. In November, Ziff-Davis announced the sale of its ZDTV cable television channel to Microsoft co-founder Paul Allen's Vulcan Ventures for $205 million. It also sold ZD Education, its business-to-business learning organization for $172 million and its market intelligence unit for $106 million. Ziff-Davis is currently in discussions regarding a possible sale of ZD Events, which it expects to complete in the second quarter of 2000. Ziff-Davis will use the money from these transactions to eliminate its debt and pay dividends to its shareholders, which is expected to be about $5.00 a share payable in the second quarter. Since Softbank made its announcement in July, Ziff-Davis shares have languished between 14 and 19-1/2 a share on the New York Stock Exchange. They were trading at 18-7/8 early Friday, up 1-1/16. The ZDNet tracking stock was not faring much better trading between 13-7/16 and 25-11/16, until last week when shares popped as high as 32-7/8. On Friday, it was trading at 29-5/16, down 3/4 from Thursday in early trading. ZDNet hasn't garnered as much attention from investors as rival news and product review site CNET Inc. (NasdaqNM:CNET - news), which is currently trading at 52-3/4. ZDNet's Rosensweig asserted that ZDNet's network of sites are ``just as big' as CNET's. In Media Metrix's December survey of top media and Web properties, CNET ranked No. 15 with 9.65 million unique visitors in December, just ahead of ZDNet at No. 16 with 9.61 million visitors. Rosensweig said ZDNet grew faster than CNET in December. Asked why its shares have lagged CNET's, he said, its shares may have been held back by Ziff-Davis' other units. Following the sale of its non-online properties and the elimination of the tracking stock structure, Rosensweig said, ``Analysts expect us to trade like a Internet pure play company.' Prior to the deal closing, each share of Ziff-Davis will be equal to a 0.5 to 0.6 share of the tracking stock ZDNet, reflecting Ziff-Davis' retained interest in ZDNet. In order to maintain Ziff-Davis' percentage in the new independent company, each Ziff-Davis share will be converted into one share of the new independent company, while each share of the ZDNet tracking stock will be converted into 1.7-1.9 shares of the new company.`` ... instead of ... 'Each share of Ziff-Davis will be converted into 0.5-0.6 share of the new independent company, while each share of the ZDNet tracking stock will be converted into 1.7-1.9 shares of the new company." The new ZDNet Inc. will have around 150 million shares on a fully diluted basis.