Approximately 12 class action lawsuits have been filed by shareholders against Barnes & Noble.com and Barnes & Noble over B&N's offer to acquire the outstanding shares of the e-tailer for $2.50 per share. The lawsuits, filed in Delaware's Chancery Court, charge that the offer is "inadequate and constitutes unfair dealing." The suit also asserts that B&N, as the controlling stockholder, "breached its duty to the class by acting to further its own interests at the expense of the class." In its quarterly filing with the SEC, B&N.com said the lawsuits are without merit.
The lawsuits were not totally unexpected. When B&N made its $2.50 per share offer on November 7, B&N.com shares were trading at $2.75 and generally have been trading at above $2.80 per share since the announcement. B&N paid $2.80 per share in September when it acquired Bertelsmann's stake in B&N.com, although B&N executives have said that the $2.50 per share offer for the outstanding shares is higher on an after-tax basis than the $2.80 paid for Bertelsmann's shares.
B&N.com has appointed an independent committee, consisting of company directors Pat Higgins and Jan Michiel Hessels, to evaluate the offer.
B&N.com's SEC filing did have some good news on the legal front. A Texas court has denied a request by Half Price Books to issue a preliminary injunction barring the e-tailer from using the name Half Price Books on its site. The Dallas-based chain sued B&N.com last November, claiming that the e-tailer's use of the Half Price Books name was causing confusion in the marketplace.
