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Ziff-Davis and CNET have announced a stock-for-stock merger agreement valued at approximately $1.6 billion. The firms' internet sites provide businesses and individuals with information about buying, using and experiencing computers and technology. It is hoped that the merged firm will become a leader in its field. Ziff-Davis will recapitalize and spin off its trade show and conference business, and pay a large cash dividend before the deal is completed.

The UK media group Pearson has appointed international law firm Morgan, Lewis & Bockius to represent it in the $2.5 billion acquisition of National Computer Systems. National Computer Systems (NCS) is a US educational services company that is the largest commercial processor of student assessment tests in the US, providing curriculum and financial management software to schools and online testing services. It will become a unit of Pearson Education in what is the largest-ever rights issue in the UK. Charles Engros led the Morgan Lewis team that advised Pearson in the negotiations, the tender offer for NCS shares and the US securities law aspects of the rights offering. Partners Greer Phillips and Richard Zarin, and associate Marco Belej provided tax advice.

In the face of globalization and e-transformation, Europe’s top advisers are increasingly adopting a business-first approach to clients’ tax needs. Sharon Cunningham explains why pure tax solutions are no longer appropriate

Jones Day Reavis & Pogue

KPMG LLP

Accounting firm HLB Kidsons has announced that it is in merger discussions with Grant Thornton. If agreed, the merger will create the sixth largest accountancy firm in the UK with fees in excess of £230 million ($347 million).

Craig Bell has resigned from his position as chairman and managing partner with Eure, Kineer & Bell of Richmond, Virginia to join McGuire, Woods, Battle & Boothe LLP as a partner in the business tax group. Bell will head the firm's state and local tax and tax litigation groups.

The European Commission's proposals for applying value-added tax (VAT) to certain services supplied over the internet and via broadcast media have received a mixed and, at best, tepid reception from industry.

Tax judgement

Davis Polk & Wardwell is acting as M&A and SEC counsel to Telefónica and Terra Networks, a Madrid-based internet service provider, in connection with Terra Networks' acquisition of Lycos, the Massachusetts-based internet portal. Telefónica holds a majority interest in Terra Networks. The all-stock transaction is valued at $12.5 billion. Under the terms of the agreement, Lycos stockholders will receive $97.55 worth of Terra stock for each Lycos share, so long as Terra's stock price does not rise or fall more than 20% from recent levels. Partner Mario Verdolini of Davis Polk's New York office is providing tax advice, and partner Patrick Bradford of the New York office is advising on antitrust issues.