Barnes & Noble announces strategic alternatives review; decision follows expressions of interest from multiple parties in making an offer to acquire the company; co has observed rapid material accumulations of its stock by a party or parties; announces shareholder plan
Co announces that its Board of Directors has decided to enter into a formal review process to evaluate strategic alternatives.
- This decision follows expressions of interest from multiple parties in making an offer to acquire the Company, including from the Company's Chairman, Leonard Riggio.
- The Board of Directors has appointed a Special Committee of independent directors to lead the strategic review process.
- Mr. Riggio has committed to support and vote his shares in favor of any transaction recommended by the Special Committee. There can be no assurance that a transaction will be consummated.
- Co further notes that it has observed rapid material accumulations of its stock by a party or parties that cannot be identified.
- In light of the impending strategic alternatives process and such share accumulations, the Board also announced the adoption of a short-term Shareholder Rights Plan. This is intended to maximize the likelihood of a successful outcome for the strategic alternatives process. The rights will expire on October 2, 2019.
- The rights will be exercisable if a person or group, without Board approval, acquires 20% or more of BKS common stock or announces a tender offer greater than 20%. If the rights become exercisable, all rights holders (other than the person triggering the rights and related parties) will be entitled to acquire preferred shares equivalent to common stock at a 50% discount. The rights will trade with the common stock, unless and until they are separated.