Barnes & Noble Education Issues Statement
July 25 2019 - 12:07PM
Business Wire
Reiterates Board’s Unanimous Rejection of Bay
Capital’s Proposals as Low-Value, Highly Conditional and Not
Credible
Barnes & Noble Education, Inc. (NYSE: BNED), a leading
provider of educational products and services solutions for higher
education and K-12, today issued the following statement:
Contrary to Bay Capital Finance LLC’s (“Bay
Capital”) statements, on July 15, 2019, the BNED Board announced
its unanimous rejection of Bay Capital’s $4.50 per share in cash
proposal. The BNED Board has also previously unanimously rejected
Bay Capital’s other proposals, including ones received on February
7, 2019 to acquire the Company for $6.75 – $7.25 per share in cash
and on June 7, 2019 to acquire the Company for $5.25 – $5.75 per
share in cash. In reaching its determination, the BNED Board
unanimously concluded that each of the Bay Capital proposals
substantially undervalued BNED, were highly conditional and not
credible. Notwithstanding the insufficient value of the proposals,
Bay Capital has failed to demonstrate its ability to complete such
a transaction, including providing no evidence of financing.
Gibson, Dunn & Crutcher LLP is serving as legal advisor to
BNED.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a
leading provider of higher education and K-12 educational products
and solutions. Through its Retail segment, Barnes & Noble
Education operates 1,448 physical and virtual bookstores across the
U.S., serving more than 6 million students and faculty. Through its
Digital Student Solutions segment, the Company offers
direct-to-student products and services that help students study
more effectively and improve academic performance, enabling them to
gain the valuable skills necessary to succeed after college.
Through its Wholesale segment, the Company operates one of the
largest textbook wholesale distribution channels in the United
States. For more information please visit www.bned.com.
BNED companies include: Barnes & Noble College Booksellers,
LLC, MBS Textbook Exchange, LLC, BNED LoudCloud, LLC, Student
Brands, LLC, Promoversity, LLC, and PaperRater, LLC. General
information on Barnes & Noble Education may be obtained by
visiting the Company's corporate website: www.bned.com.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 and information relating to us and our business that are
based on the beliefs of our management as well as assumptions made
by and information currently available to our management. When used
in this communication, the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,”
“projections,” and similar expressions, as they relate to us or our
management, identify forward-looking statements. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and
assumptions, the future events and trends discussed in this press
release may not occur and actual results could differ materially
and adversely from those anticipated or implied in the
forward-looking statements. Such statements reflect our current
views with respect to future events, the outcome of which is
subject to certain risks, including, among others: implementation
of our digital strategy may not result in the expected growth in
our digital sales and/or profitability; the performance of our
online, digital and other initiatives, integration of and
deployment of, additional products and services including new
digital channels, and enhancements to higher education digital
products, and the inability to achieve the expected cost savings;
and the other risks and uncertainties detailed in the section
titled “Risk Factors” in Part I - Item 1A in our Annual Report on
Form 10-K for the year ended April 27, 2019. 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 us or persons
acting on our behalf are expressly qualified in their entirety by
the cautionary statements in this paragraph. We undertake 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 press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20190725005643/en/
Media Contact: Carolyn J.
Brown Senior Vice President Corporate Communications and Public
Affairs Barnes & Noble Education, Inc. (908) 991-2967
cbrown@bned.com Investor
Contact: Thomas D. Donohue Executive Vice President
Chief Financial Officer Barnes & Noble Education, Inc. (908)
991-2966 tdonohue@bned.com Joele Frank, Wilkinson Brimmer Katcher
Kelly Sullivan / Andrea Rose / Tanner Kaufman (212) 355-4449
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