Barnes & Noble to Evaluate Sale of Retail Business

  Barnes & Noble to Evaluate Sale of Retail Business

Business Wire

NEW YORK -- February 25, 2013

Barnes & Noble, Inc. (NYSE: BKS), the leading retailer of content, digital
media and educational products, today announced that its Board of Directors
has received notice from Mr. Leonard Riggio, the Company’s founder, largest
stockholder and Chairman of the Board, that Mr. Riggio plans to propose to
purchase all of the assets of the retail business of Barnes & Noble. Mr.
Riggio’s plans with respect to a proposal are set forth in an amendment to his
Schedule 13D filed today with the SEC.

The process of evaluating a proposal and negotiation of any transaction will
be overseen by a Strategic Committee of three independent directors: David G.
Golden, David A. Wilson and Patricia L. Higgins, who is Chair of the Strategic
Committee. The Strategic Committee has selected Evercore Partners to serve as
its financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP to
serve as its legal advisor.

There can be no assurance that the review of Mr. Riggio’s proposal or the
consideration of any transaction will result in a sale of the retail business
or in any other transaction. There is no timetable for the Strategic
Committee’s review. The Company does not intend to comment further regarding
the evaluation of Mr. Riggio’s proposal, unless and until definitive
agreements for a transaction are entered into or the Strategic Committee
determines to conclude the process.

About Barnes & Noble, Inc.

Barnes & Noble, Inc. (NYSE:BKS) is a Fortune 500 company and the leading
retailer of content, digital media and educational products. The company
operates 689 Barnes & Noble bookstores in 50 states, and one of the Web’s
largest e-commerce sites, ( Its NOOK Media LLC subsidiary
is a leader in the emerging digital reading and digital education markets. The
NOOK digital business offers award-winning NOOK® products and an expansive
collection of digital reading and entertainment content through the NOOK
Store™ (, while Barnes & Noble College Booksellers, LLC operates
674 bookstores serving over 4.6 million students and faculty members at
colleges and universities across the United States. Barnes & Noble is proud to
be named a J.D. Power and Associates 2012 Customer Service Champion and is
only one of 50 U.S. companies so named. Barnes & is ranked the
number one online retailer in customer satisfaction in the book, music and
video category and a Top 10 online retailer overall in customer satisfaction
according to ForeSee E-Retail Satisfaction Index (Spring Top 100 Edition).

General information on Barnes & Noble, Inc. can be obtained via the Internet
by visiting the company’s corporate website:

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) and information
relating to Barnes & Noble that are based on the beliefs of the management of
Barnes & Noble as well as assumptions made by and information currently
available to the management of Barnes & Noble. When used in this
communication, the words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “plan,” “will”, “forecasts”, “projections”,and similar expressions,
as they relate to Barnes & Noble or the management of Barnes & Noble, identify
forward-looking statements.

Such statements reflect the current views of Barnes & Noble with respect to
future events, the outcome of which is subject to certain risks, including,
among others, the general economic environment and consumer spending patterns,
decreased consumer demand for Barnes & Noble’s products, low growth or
declining sales and net income due to various factors, risk that international
expansion will not be successfully achieved or may be achieved later than
expected, possible disruptions in Barnes & Noble’s computer systems, telephone
systems or supply chain, possible risks associated with data privacy,
information security and intellectual property, possible work stoppages or
increases in labor costs, possible increases in shipping rates or
interruptions in shipping service, effects of competition, possible risks that
inventory in channels of distribution may be larger than able to be sold,
possible risk that component parts will be rendered obsolete or otherwise not
be able to be effectively utilized in devices to be sold, possible risk that
financial and operational forecasts and projections are not achieved, possible
risk that returns from consumers or channels of distribution may be greater
than estimated, the risk that the expected sales lift from Borders’ store
closures is not achieved in whole or part, the risk that digital sales growth
is less than expectations and the risk that it does not exceed the rate of
investment spend, higher-than-anticipated store closing or relocation costs,
higher interest rates, the performance of Barnes & Noble’s online, digital and
other initiatives, the performance and successful integration of acquired
businesses, the success of Barnes & Noble’s strategic investments,
unanticipated increases in merchandise, component or occupancy costs,
unanticipated adverse litigation results or effects, product and component
shortages, the potential adverse impact on the business resulting from the
review of a potential separation of the NOOK digital or retail business, the
potential impact on Barnes & Noble’s remaining business of the sale of all or
any portion of the retail business, the risk that the transactions with
Microsoft do not achieve the expected benefits for the parties including the
risk that NOOK Media LLC’s applications are not commercially successful or
that the expected distribution of those applications is not achieved, the risk
that any subsequent spin-off, split-off or other disposition by Barnes & Noble
of its interest in NOOK Media LLC results in adverse impacts on Barnes & Noble
or NOOK Media LLC (including as a result of termination of agreements and
other adverse impacts), the potential impact on Barnes & Noble’s retail
business of the separation of NOOK Media LLC, the potential tax consequences
for Barnes & Noble and its shareholders of a subsequent spin-off, split-off or
other disposition by Barnes & Noble of its interest in NOOK Media LLC or its
retail business, the risk that the international expansion contemplated by the
relationship or otherwise is not successful or is delayed, the risk that NOOK
Media LLC is not able to perform its obligations under the commercial
agreement, including with respect to the development of applications and
international expansion, and the consequences thereof, the costs and
disruptions arising out of any such separation of the NOOK digital and College
businesses or the retail business, the risk that Barnes & Noble may not recoup
its investments in the NOOK digital business as part of any separation
transaction, the risks, difficulties, and uncertainties that may result from
the separation of businesses that were previously co-mingled including
necessary ongoing relationships, and potential for adverse customer impacts
and other factors which may be outside of Barnes & Noble’s control, including
those factors discussed in detail in Item 1A, “Risk Factors,” in Barnes &
Noble’s Annual Report on Form 10-K and Form 10-K/A, and in Barnes & Noble’s
other filings made hereafter from time to time with the SEC. Our forward
looking statements relating to international expansion are also subject to the
following risks, among others that may affect the introduction, success and
timing of the NOOK e-reader and content in countries outside the United
States: we may not be successful in reaching agreements with international
companies, the terms of agreements that we reach may not be advantageous to
us, our NOOK device may require technological changes to comply with
applicable laws, and marketplace acceptance and other companies have already
entered the marketplace with products that have achieved some customer

Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results or outcomes may vary
materially from those described as anticipated, believed, estimated, expected,
intended or planned. Subsequent written and oral forward-looking statements
attributable to Barnes & Noble or persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements in this paragraph.
Barnes & Noble undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise after the date of this communication.


Media Contact:
Barnes & Noble, Inc.
Mary Ellen Keating, 212-633-3323
Senior Vice President
Corporate Communications
Investor Contact:
Barnes & Noble, Inc.
Andy Milevoj, 212-633-3489
Vice President, Investor Relations
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