Friday, May 20, 2011

Will Barnes and Noble be Sold?

Barnes & Noble Board of Directors Announces Proposal from Liberty Media To Acquire Company

Proposal Contingent on Participation of Founding Chairman Leonard Riggio

New York, NY (May 19, 2011)-Barnes & Noble, Inc. (NYSE: BKS), today announced that the Special Committee of its Board of Directors has received a proposal from Liberty Media to acquire the Company at a price of $17 per share in cash. The proposal is subject to, among other things, the signing of a definitive purchase agreement, customary closing conditions, such as the receipt of regulatory and shareholder approvals, and receipt of acceptable debt financing. The proposal states that it is contingent on the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management.

The Special Committee of the Board of Directors formed in connection with the Company's review of strategic alternatives will evaluate this proposal and its financial advisors will be Lazard Freres & Co., LLC. Counsel to the Special Committee is Morris, Nichols, Arsht & Tunnell LLP, and counsel to the Company is Cravath, Swaine & Moore, LLP.

The Company cautions its shareholders and others considering trading in its securities that the proposal from Liberty Media has not yet been evaluated by the Special Committee and its advisors. There can be no assurance that any definitive offer to acquire the Company will be made, or if made what the terms thereof will be, or that this or any other transaction will be approved or consummated. The Company does not intend to comment further regarding this proposal or the Company's evaluation of strategic alternatives, unless a specific transaction is recommended by the Special Committee.

- Be of Good Cheer!

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