MENLO PARK, Calif.,
July 25, 2019 /PRNewswire/ -- Bay
Capital Finance, LLC, a Menlo
Park-based investment firm ("Bay Capital" or, "we") and a
shareholder of Barnes & Noble Education, Inc. ("BNED" or, the
"Company") (NASDAQ: BNED) which has nominated a slate of five
highly-qualified candidates for election to the Company's Board of
Directors (the "Board") at the Company's 2019 Annual Meeting of
Shareholders (the "Annual Meeting"), announced today that the
record date for investors to be eligible to vote at the Annual
Meeting is Monday, July 29, 2019 (the "Record Date").
Any shares out on loan on the Record Date will not be
eligible to vote at the Annual Meeting. If shareholders
engage in share lending and would like to be able to vote their
full share position, we urge them to instruct their custodian, bank
or broker to recall the shares on loan as soon as possible, so that
shareholders can execute a proxy card to vote all of their shares
held as of the Record Date at the Annual Meeting.
As previously announced, BNED has rejected Bay Capital's prior
offers to purchase the outstanding shares of BNED at a significant
premium. On July 15, 2019, Bay
Capital delivered a letter to the Board reiterating its continued
willingness to purchase the outstanding shares of the Company for
$4.50 per share, a premium of more
than 35% of the preceding ten day volume weighted average share
price. BNED did not reply to Bay Capital's offer, ignoring an
attractive opportunity to lock-in certain value for
shareholders.
As a result of BNED's refusal to engage with Bay Capital –
combined with its improper rejection of Bay Capital's slate of
director nominees – Bay Capital has been forced to pursue
litigation in the Delaware
Chancery Court seeking immediate relief and redress. Not only
has Bay Capital sought a declaratory judgment from the Delaware Court confirming that Bay Capital's
nominations were valid and eligible for consideration at the Annual
Meeting, Bay Capital is also seeking injunctive relief requiring
BNED to correct its persistent filing of false and misleading
documents with the Securities and Exchange Commission.
Sunil Suri, Managing Partner and
Principal of Bay Capital, commented, "Since we began discussions
with BNED and its senior executives nearly eight months ago, Bay
Capital has been committed to completing a transaction that is in
the best interest of shareholders. We remain so committed to
this day. We are equally baffled by BNED's sudden claims that
our offers are not credible given that the Company's management
invites Bay Capital to submit its original offer, members of Bay
Capital's team have had multiple meetings with senior BNED
executives in 2018 and Bay Capital's investment banking advisors
have confirmed to BNED Bay Capital's ability to complete the
transactions previously proposed."
About Bay Capital
Bay Capital Finance, LLC is a
private investment fund with hundreds of millions of dollars in
assets under management comprising holdings in securities, real
estate, operating companies and other asset categories.
Founded and managed by Sunil Suri,
Bay Capital seeks to opportunistically deploy its capital and apply
its investment management expertise to undervalued assets and asset
categories with an aim toward long term value creation.
Headquartered in Menlo Park,
California, Bay Capital has offices in Los Angeles and New
York.
Investor Contact
Sunil
Suri
(415) 762-8200
Sunil.Suri@Menlocap.com
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Bay Capital Finance, LLC, together with the other participants
named herein (collectively, the "Bay Capital Group"), intends to
file a preliminary proxy statement and an accompanying WHITE proxy
card with the Securities and Exchange Commission ("SEC") to be used
to solicit votes for the election of its slate of director nominees
at the 2019 annual meeting of stockholders of Barnes & Noble
Education, Inc., a Delaware
corporation ("BNED" or the "Company").
THE BAY CAPITAL GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS,
INCLUDING A WHITE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL
PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE.
The participants in the proxy solicitation are expected
to include Bay Capital Finance, LLC and Sunil Suri (collectively, the
"Participants").
As of the date hereof, Bay Capital Finance, LLC directly
beneficially owned 25,000 shares of Common Stock, $0.01 par value (the "Common Stock") of the
Company. Mr. Suri, as the Principal and Managing Member of
Bay Capital, may be deemed to beneficially own the 25,000 shares of
Common Stock owned directly by Bay Capital.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. FORWARD
LOOKING STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS
"OUTLOOK", "BELIEVE", "INTEND", "EXPECT", "POTENTIAL", "WILL",
"MAY", "SHOULD", "ESTIMATE", "ANTICIPATE", AND DERIVATIVES OR
NEGATIVES OF SUCH WORDS OR SIMILAR WORDS. FORWARD LOOKING
STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON PRESENT BELIEFS OR
EXPECTATIONS. HOWEVER, FORWARD LOOKING STATEMENTS AND THEIR
IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR AS A
RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES. EXCEPT AS
REQUIRED BY LAW, BAY CAPITAL FINANCE, LLC AND ITS AFFILIATES AND
RELATED PERSONS UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD
LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
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SOURCE Bay Capital Finance, LLC