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 B&N 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 B&N to 6.9%. Schottenfeld is pushing B&N to find ways to increase shareholder value.
Named to the special committee are B&N independent directors Mark Carleton, Paul Guenther, Patricia Higgins and Kimberley Van Der Zon. According to B&N, Riggio, B&N’s largest shareholder with about a 19% stake, has promised to support any transaction recommended by the committee. B&N 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 B&N’s common stock, or announces a tender offer which results in the ownership of 20% or more of B&N’s common stock, then other shareholders would be entitled to preferred shares at a 50% discount, which would dilute the original shareholders' 20%.
