Barnes & Noble is acquired by Elliott, owner of Waterstones, bringing together the leading bookstores in the US and UK - Barnes & Noble Inc (2023)

Cash consideration of $6.50 per share provides a significant premium to all shareholders

Transaction Completes Barnes & Noble's Review of Strategic Alternatives

Elliott is pursuing a growth strategy at Barnes & Noble to strengthen local business in the US while benefiting from international reach.

NEW YORK, LONDON (June 7, 2019) - Barnes & Noble, Inc. (NYSE:BKS, "Barnes & Noble") announces today that it has reached a definitive agreement to be acquired by funds advised by Elliott Advisors (UK). ). . Limited ("Elliott") for $6.50 per share in an all-cash transaction valued at approximately $683 million, including debt assumption.

Elliott's acquisition of Barnes & Noble, the largest retail bookstore in the United States, follows its acquisition of Waterstones, the largest retail bookstore in the United Kingdom, in June 2018. James Daunt, chief executive of Waterstones, will also take over the position of chief executive officer upon closing of the transaction acquired from Barnes & Noble and are headquartered in New York.

The purchase price of $6.50 per share represents a 43% premium to the 10-day volume-weighted average closing price of Barnes & Noble common stock that ended June 5, 2019, the day before the rumors of a possible transaction entered the media in the United States. informed.

The announced transaction with Elliott is the culmination of a comprehensive review of strategic alternatives conducted by the Select Committee of the Barnes & Noble Board of Directors and announced on October 3, 2018. The Barnes & Noble Board of Directors unanimously approved the transaction and recommended it to Barnes & Noble shareholders. Leonard Riggio, the founder and chairman of Barnes & Noble, also signed a voting rights agreement to support the transaction.

Barnes & Noble serves 627 different communities in all 50 states, where it remains the #1 bookstore in the United States. Elliott seeks to build on this strong foundation by addressing the significant challenges facing physical book retailers, using a model that Waterstones has successfully transformed over the last decade.

Upon closing of the transaction, Elliott will own both Barnes & Noble and Waterstones, and while each bookseller will operate independently, they will share a common CEO and benefit from sharing best practices between the companies. Waterstones has successfully returned to sales growth and sustainable profitability based on a strategy of investing in its physical store and strengthening local book sales teams. Under the leadership of Daunt and Elliott, this commitment to reserve retail excellence will strengthen both companies' ability to successfully navigate a rapidly changing retail landscape.

Commenting on today's announcement, Leonard Riggio, founder and president of Barnes & Noble, said: “We are delighted to have reached this agreement with Elliott, owner of Waterstones, a bookstore I have admired for years. Given their success in the book retail market, I believe they are uniquely positioned to improve and grow our business for many years to come. I am also confident that James Daunt has the necessary leadership skills and experience to lead this great organization. I will do my best to help make the transition smooth. As the president of Barnes & Noble for 54 years, I have had the privilege of working with the best people in the world of book trading, including our incredible store managers and booksellers who work in our stores. They have made Barnes & Noble the #1 most respected retailer in America. My deepest thanks also go to the entire publishing world with whom we have shared a great relationship over the years and to the many vendors who have provided important services. After all, it has been a privilege for our millions of wonderful customers and members to serve you."

Looking forward to his new CEO role at Barnes & Noble, James Daunt added: “I am very excited to be working with Barnes & Noble booksellers. Physical bookstores around the world face formidable online and digital challenges. We are responding to this with investment and much more confidence that we can leverage the unrivaled book trading experience of these two great companies. We know that a good bookstore has no equal as a place to choose a book and for the sheer pleasure of visiting it. I thank Mr. Riggio for trusting him and Elliott for his commitment to supporting the continued transformation at Waterstones and now Barnes & Noble.”

Paul Best, Portfolio Manager and Head of European Private Equity at Elliott, added: “Our investment in Barnes & Noble, following our investment in Waterstones last year, demonstrates our belief that readers continue to value a great bookstore experience. We want to recognize the contributions of founder and president Leonard Riggio and his team in building America's leading bookselling company. We look forward to working with James Daunt and the Barnes & Noble community of readers, members and booksellers as they embark on an exciting new chapter.”

The transaction is subject to customary closing conditions, including regulatory and shareholder approvals, and is expected to close in the third quarter of 2019. The merger agreement provides that the acquisition will be completed through a merger structure. . However, the parties expect to modify the agreement to use a public offering structure that is expected to shorten the closing time by a few weeks.

Dividing

Barnes & Noble also announced that it has declared a quarterly cash dividend of $0.15 per share to be paid on August 2, 2019 to shareholders of record as of the close of business on July 5, 2019.

Announcement of the closing results of the financial year 2019

Barnes & Noble separately announced that it will report its fourth quarter and fiscal 2019 financial results on June 19, 2019.

Tutor

Evercore is acting as financial advisor and Baker Botts L.L.P. is serving as legal counsel to the Barnes & Noble Special Committee and Guggenheim Securities LLC is serving as financial counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to the Barnes & Noble Board of Directors. Credit Suisse Securities LLC is acting as financial advisor and Debevoise & Plimpton LLP is acting as legal advisor to Elliott.

About Elliott

Elliott Management Corporation manages two multi-strategy funds that have combined assets under management of approximately $34 billion. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest continuously managed funds of its kind. Investors in Elliott's funds include pension plans, sovereign wealth funds, endowments, endowments, funds of funds, and company employees. Elliott Advisors (UK) Limited is a subsidiary of Elliott Management Corporation.

About water stones

Waterstones is the leading bookstore in the UK and Ireland with 293 bookstores including Foyles, Hatchards, Hodges Figgis and stores in Ireland, Brussels and Amsterdam. It is the only large-scale national specialist bookstore in the UK and also operates through the e-commerce site Waterstones.com.

Caution With Forward-Looking Statements

This press release contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that are based on the beliefs of management. of the company. and assumptions and information currently available to the Company's management. As used in this release, the words "anticipate," "believe," "estimate," "expect," "intend," "plan," "will," "forecast," "forecast," or other words or phrases of a similar nature Important or future verbs or conditional verbs such as will, may, could, should, would, might or similar variations identify forward-looking statements. These include statements about the financial and operating effects of the proposed transaction, the benefits of the proposed transaction, the expected time to completion of the proposed transaction, and other statements that are not historical facts. These statements reflect the company's current expectations only and are not guarantees of future performance or results. Forward-looking information involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied, or reasonably inferred, from such statements. These factors include, among other things, the timing, receipt, and terms of all necessary regulatory and regulatory approvals of the proposed transaction; the occurrence of any event, change or other circumstance that could result in the termination of the Merger Agreement; the inability to complete the proposed transaction in a timely manner or at all; the possibility that the shareholders will not accept the merger agreement; risks related to the inability of the parent company to obtain the necessary financing to complete the merger; the risk of unexpected costs or expenses arising from the proposed transaction, the risk of litigation in connection with the proposed transaction, the risk that the proposed transaction and its announcement may have an adverse effect on the Company's ability to retain customers and hire key personnel and maintain relationships with its suppliers, customers and other business relationships; risks related to the interruption of management's attention to the daily operations of the Company as a result of the transaction; the effect of the announcement of the proposed transaction on the Company's stock, results of operations and business generally; and the risk of shareholder lawsuits related to the proposed transaction. All of these factors are difficult to predict and are beyond the Company's control. Additional factors that could cause results to differ materially from those described above are included in the Company's most recent annual report on Form 10-K, as it is updated periodically with quarterly reports on Form 10-Q and reports Current investors can form 8-Ks, all of which are available on the Company's website at http://investors.barnesandnobleinc.com/sec-filings and on the SEC's website at http://www.sec. gov. Therefore, care should be taken not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of this release, and the Company expressly disclaims any obligation or commitment to make any updates or revisions to the forward-looking statements contained herein to reflect any changes in its expectations regarding them, or any changes on events, conditions or circumstances, on which such statement is based.

Additional information and where to find it

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy our securities, or a solicitation for voting or approval. The Company's proposed merger will be submitted to the Company's shareholders for their consideration. In connection with the proposed transaction, the Company intends to file a proxy statement and other relevant documents with the SEC in connection with the proxy request related to the proposed transaction. The final proxy statement will be mailed to the shareholders of the Company. PRIOR TO MAKING ANY VOTE OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE INVITED TO READ THE FINAL STATEMENT OF PROXIES WITH RESPECT TO THE PROPOSED TRANSACTION (INCLUDING ANY MODIFICATIONS OR AMENDMENTS THEREOF) AND OTHER RELEVANT MATERIALS REQUIRED TO READ ARE AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION. The proxy statement, any amendments or supplements thereto and other relevant materials and any other documents that the Company has filed with the SEC will be available free of charge on the SEC's website at www.sec.gov once such documents have been filed with the SEC. Copies of the filings, together with the materials incorporated by reference therein, will also be available free of charge on the Company's corporate website at www.barnesandnobleinc.com under "Investor Relations" - "SEC Filing" .

The merger agreement may be modified to effect the acquisition of the Company through a public tender offer, although no public offer for the Company's outstanding shares has commenced. This release is for informational purposes only and is not a recommendation, offer to buy, or solicitation of an offer to sell shares. It does not replace the public offer documentation that the bidder would file with the SEC at the start of the public offer if the parties modified the merger agreement to effect the acquisition of the company through a public offer. If the parties amend the merger agreement accordingly, the bidder will submit the tender offer documentation on Exhibit TO at the time the public offer commences and, thereafter, the Company will submit a statement of solicitation/recommendation on Exhibit 14D -9 before the SEC regarding the offer. offer. IF THE MERGER AGREEMENT IS SO AMENDED, THE MATERIALS OF THE OFFER OF THE OFFER (INCLUDING AN OFFER TO PURCHASE, A RELATED COMMISSION LETTER AND CERTAIN OTHER OFFER DOCUMENTS) AND THE STATEMENT OF INVITATION/RECOMMENDATION WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF THE COMMON SHARES OF THE COMPANY ARE URGED TO READ CAREFULLY IN THEIR ENTIRETY, AS EACH MAY BE MODIFIED OR MODIFIED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS SOON AS THEY MAY BE AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION THAT HOLDERS OF COMMON SHARES OF THE COMPANY SHOULD CONSIDER BEFORE MAKING A DECISION REGARDING AN OFFER OF THEIR SHARES. If the Merger Agreement is amended to provide for a takeover bid as described above, the Takeover Offer, the related letter of transfer and certain other takeover bid documentation, and the Statement of Solicitation/Recommendation will be made public. available to all shareholders of the Company's common shares at no cost to them. The public offering documentation, solicitation/recommendation statement, and other related documents (if available) would be available free of charge on the SEC's website at www.sec.gov or upon request from the public offering information agent identified by the bidder in the bid documentation.

participants in the tender

The Company, the directors, officers, other members of the Company's management and employees may, under SEC rules, be considered "participants" in the Company's shareholder proxy solicitation in connection with the proposed transaction . Information about persons who may be considered "participants" in the proxy application will be included in the Company's preliminary and final proxy statements when filed with the SEC and other relevant documents filed with the SEC in connection with the proposed transaction. . . each of which can be obtained free of charge from the mentioned sources as soon as they become available. Information about some of these individuals and their beneficial ownership of the Company's common shares is also included in the Company's final proxy statement for the Company's 2018 annual meeting, filed with the SEC on August 24, 2018. .