A Special Committee of the Board of Directors has been selected to evaluate strategic alternatives for book chain Barnes & Noble, the company announced. Multiple parties, including Chairman Leonard Riggio, have expressed interest in an acquisition, the company said.
One reason for a formal process to evaluate alternatives is that the company "has observed rapid material accumulations of its stock by a party of parties that cannot be identified." At least one investor has publicly disclosed accumulation of over 5% of the company’s stocks under SEC rules: activist investor Richard Schottenfeld said he’d accumulated 6.9% of the company’s outstanding shares in a filing on September 6, according to Seeking Alpha.
A couple of other steps have been taken. Riggio has committed to vote his shares on behalf of any plan approved by the Special Committee to show a commitment to an independent evaluation process.
And the board has adopted a poison pill to thwart a hostile takeover attempt, in the form of a short-term Shareholder Rights Plan. The Plan provides that if a person or group acquires 20% or more of the company’s stock without board approval, the remaining shareholders can acquire preferred shares equivalent to common at a 50% discount. The Plan was adopted "to maximize the likelihood of a successful outcome for the strategic alternatives process."
The company is not exactly tidied up for a sale. Revenues in its most recent quarter were down 6.9%, contributing to a $17 million loss (see "Barnes & Noble Sales Just Keep Going Down"). And the former CEO, who was fired after a failed sale of the company, is suing for breach of contract and defamation (see "Barnes & Nobel’s Fired CEO Sues the Company"). According to the complaint, that sale fell apart after due diligence, implying that the condition of the company was worse than it initially appeared.

Special Committee Evaluating Alternatives
Posted by Milton Griepp on October 9, 2018 @ 4:46 am CT

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