From May 15 SEC filing:

To: All employees of CBS Corporation
From: Leslie Moonves

Date: May 15, 2008

Today we announced that CBS Corporation has entered into an agreement to acquire CNET Networks, Inc., owner of many of the industry’s leading entertainment, news and e-commerce Web sites, for $11.50 per share. This acquisition stands to make CBS one of the top 10 most popular Internet companies in the United States, with more than 54 million unduplicated unique users per month, and up to 200 million users worldwide.

There are very few opportunities to acquire a profitable, growing, well-managed Internet company like CNET Networks, Inc., which includes in its portfolio assets like CNET, ZDNet, GameSpot.com, TV.com, mp3.com, UrbanBaby, CHOW, Search.com, BNET, MySimon and TechRepublic. CBS stands for premium content and unparalleled reach, and CNET will add a tremendous platform to extend our complementary entertainment, news, sports, music and information content to a whole new global audience. Together, CBS and CNET will have significant additional exposure to the fastest growing advertising sector, and can accelerate our growth through a number of new content, promotion and advertising initiatives.

Since emerging as a stand-alone corporation two years ago we’ve been looking at ways to grow our Company by using our cash to acquire new complementary businesses that can improve our top and bottom line performance. CNET has distinguished itself by being one of the best run Internet companies today, with profitable businesses and growing audiences. You can be sure that we will leverage all of our businesses, and all of their considerable reach, to expand this asset even faster than it already has. And this will not affect our quarterly dividend, which is among the highest in the industry.

Upon closing, CNET Networks’ sites will be combined with CBS’s stable of dynamic and growing interactive businesses, which include CBS.com, CBSSports.com, CBSCollegeSports.com, Max Preps.com, CBSNews.com, last.fm, Wallstrip, MobLogic, CBS Radio and CBS Television Stations digital media platforms, and the distribution network of the CBS Audience Network, which is made up of more than 300 partner Web sites and reaches 82% of all online users in the United States. Not only will this allow us to further build our national online audience but also strengthen our efforts on the local front, where our TV, radio and outdoor operations continue to build upon their online efforts. I could not be more excited about the opportunities that await us.

But we won’t just be gaining assets, we’ll be adding to our Company an incredible team of executives, managers and content creators who have made CNET one of the most envied collections of online destinations. I’m especially pleased that Neil Ashe, President of CNET Networks, will work closely with Quincy Smith, President of CBS Interactive, to combine the complementary businesses of both companies.

This is a very exciting step for CBS and CNET. I want to thank Quincy, Neil, Fred Reynolds, Joe Ianniello, Lou Briskman and their staffs for their hard work during this process.

I know I speak for both companies when I say I’m looking forward to all that we can accomplish together.