For several weeks now, news has been spreading that premier technology website CNET is fighting efforts of certain key investors who seek to gain a controlling interest in the company, effectively taking it over.

According to a press release posted today on TradingMarkets.com, “Toward the end of 2007, Jana Partners, LLC, started buying up large swaths of CNET Networks stock. At the same time, Sandell Asset Management, another hedge fund, had also been upping its stake in CNET, much more than CNET brass knew.”

For such a takeover to work, fairly complex alliances and politics will be brought into play. But it’s certainly not an impossibility. The Baltimore Sun provides the relevant details:

Led by New York-based Jana Partners LLC, the mutinous investors hope to replace two of CNet’s current directors while also gaining shareholder approval to change the company’s bylaws to expand the board to 13 members, up from eight.

By increasing the board’s size, Jana and its allies think they can get another five directors elected to control seven of the 13 board seats.

The Jana group sued CNet yesterday in an effort to overcome the company’s resistance. The complaint, filed in the Delaware Court of Chancery, seeks an injunction that would override CNet and enable Jana to present its proposal to shareholders.

Jana will need the backing of other shareholders to pull off its coup. The group, which also includes venture capital firm Spark Capital and former Internet executive Paul Gardi, holds a roughly 16 percent stake in CNet, including derivatives that can be converted into stock.

One major investor, Sandell Asset Management, has already pledged to support the rebellion. Sandell owns derivatives that could be converted into a 5 percent stake in CNet.

The call for change at the San Francisco company will resonate with many shareholders, predicted Pacific Crest Securities analyst Steve Weinstein. The company “definitely needs to be doing more than it has been doing,” he said.

Theories abound as to why these interests want to take over CNET and what would be gained by such a move — as well as just what the impact would be on the tech media landscape. According to the TradingMarkets.com press release:

One possible motivation for Jana, et al, is some of the valuations that e-media companies have been getting in the past year have been off the charts (see DoubleClick, Facebook, et al). CNET’s valuation has been hovering around what the B2B media industry would expect for a company of its type: about 23xEBITDA based on revenues of about $400 million and an EBITDA of about $58 million.

Gardi and Jana certainly know that there’s a huge difference between a content creation company and a rapidly growing social networking site that generates tens of millions of page views a day. But there is untapped potential in CNET–beyond cost-cutting and a different, more search- and aggregation- oriented business model. The adoption of these things might help EBITDA, but would not inspire a potential buyer to offer more than a cherry 23x multiple. What could push the multiple higher is the incubation and development of high margin businesses that could be acquired and integrated or grown at CNET. Some examples are:

1. Data. CNET collects a huge amount of data from its audience that it could use to act as an Amazon-like infomediary. CNET’s editorial side also collects and develops data that can be turned into easy-to-maintain and sell databases.

2. Social Networking. As a trusted source of information, CNET has an audience of interest invested in its content. Additionally, this audience is a population of highly active computer and Internet users and early adopters. There is an opportunity for the creation of highly engaging and highly vertical social networks and applications.

If CNET does get sold for a significantly higher valuation than it is currently getting on the open market, that might affect the valuations for some e-media businesses that traditional strategics will look to buy in 2008/2009, which could mean that the B2B media M&A outlook in the next 6-18 months could become very muddled.