Explaining that it has received “expressions of interest from multiple parties in making an offer to acquire the company,” Barnes Noble has announced the creation of a formal review process to evaluate the retailer’s strategic alternatives. Among the parties interested in making an offer for BN is its founder and chairman, Leonard Riggio.
The formation of the review process comes after it was disclosed, in an August lawsuit by Demos Parneros, that a bid to buy the company had fallen through in June, as well as the news in September that an investor group led by Richard Schottenfeld had upped its stake in BN to 6.9%. Schottenfeld is pushing BN to find ways to increase shareholder value.
Named to the special committee are BN independent directors Mark Carleton, Paul Guenther, Patricia Higgins and Kimberley Van Der Zon. According to BN, Riggio, BN’s largest shareholder with about a 19% stake, has promised to support any transaction recommended by the committee. BN noted that there can be no assurance that a transaction will be completed.
The bookseller also announced that it has seen “rapid material accumulations” of its stock “by a party or parties that cannot be identified.” To prevent a possible hostile takeover, the board has approved a shareholders rights plan that it says will maximize the likelihood of a successful outcome to the strategic alternatives process.
Under the terms of the rights plan, if a person or group, without board approval, acquires 20% or more of BN’s common stock, or announces a tender offer which results in the ownership of 20% or more of BN’s common stock, then other shareholders would be entitled to preferred shares at a 50% discount, which would dilute the original shareholders’ 20%.