*CNET to Acquire Ziff-Davis, ZDNet

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CNET Networks yesterday agreed to purchase Ziff-Davis Inc., New York, and its online division ZDNet in a $1.6 billion stock swap that seeks to create one of the world's largest producers of technology content.

CNET, San Francisco, runs an Internet network with news on technology and computer product information, as well as providing programming for television and radio broadcasts. Ziff-Davis, which has dramatically reorganized its business over the past year, consists mainly of ZDNet, San Francisco, an online technology information site, Computer Shopper magazine and Smart Planet, an online educational service.

CNET and ZDNet have a combined online audience of 16.6 million unique monthly users and claim to reach 22 percent of total Internet users, according to company statements. The firms also have extensive reach into Europe and Asia.

According to the terms of the deal, CNET would swap 0.34 shares for each Ziff-Davis share and 0.59 shares for each ZDNet share. CNET said it expects to issue 50 million new shares as part of the transaction.

The deal is subject to regulatory and shareholder approvals. Both companies said they expect the deal to close in the fourth quarter.

The deal does not include Ziff-Davis publishing properties, which consists of titles such as PC Magazine, Macworld, eWeek, Inter@ctive Week, Yahoo Internet Life and several others. Ziff-Davis sold its publishing division in early 2000 to investment firm Willis Stein Partners for $780 million.

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