This Amendment No. 5 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
filed by Barnes & Noble, Inc. (the
Company
) with the United States Securities and Exchange Commission (the
SEC
) on July 9, 2019 (as amended and supplemented from time to time, and including the documents annexed thereto or incorporated therein, the
Schedule
14D-9
). The
Schedule 14D-9
relates to the tender offer by Chapters Merger Sub Inc., a Delaware corporation (the
Offeror
) and a wholly owned subsidiary of Chapters Holdco Inc., a Delaware
corporation (
Parent
), which is controlled by Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership, to purchase, subject to certain conditions, including
the satisfaction of the Minimum Condition, all of the outstanding shares of common stock, par value $0.001 per share, of the Company at a purchase price of $6.50 per share, net to the holder thereof in cash, net of applicable withholding taxes and
without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 9, 2019 (as it may be amended or supplemented from time to time, the
Offer to Purchase
), and in the related Letter
of Transmittal (which, together with the Offer to Purchase, constitutes the
Offer
). The Offer is described in a Tender Offer Statement on Schedule TO filed with SEC on July 9, 2019 by the Offeror and Parent (together with any
amendments and supplements thereto, the
Schedule TO
).
Except as otherwise set forth below, the information set
forth in the Schedule
14D-9
remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such
terms in the Schedule
14D-9.
Item 8.
Additional Information.
Item 8 of the Schedule
14D-9
is hereby amended and supplemented by adding the following information
following the paragraph under the subheading entitled Cautionary Note Regarding Forward-Looking Statements:
Expiration of the Offer
The Offer and related withdrawal rights expired as scheduled at 5:00 p.m., Eastern Time, on Tuesday, August 6, 2019 (such
date and time, the
Expiration Time
), without being extended. The Depositary and Paying Agent has advised that, as of the Expiration Time, 60,370,427 Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that
were not yet delivered in satisfaction of such guarantee) had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 82.15% of the aggregate number of then issued and outstanding Shares. Accordingly, the
Minimum Condition has been satisfied. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, the Offeror has accepted for payment all Shares that were validly tendered, and not validly withdrawn,
pursuant to the Offer. In addition, the Depositary and Paying Agent has advised that, as of the Expiration Time, 3,236,837 Shares have been tendered by Notice of Guaranteed Delivery, representing approximately 4.40% of the aggregate number of then
issued and outstanding Shares.
Accordingly, on August 7, 2019, Parent and the Offeror effected the Merger pursuant to
Section 251(h) of the DGCL, pursuant to which the Offeror was merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. At the Effective Time, each issued and outstanding Share (other than
(i) Shares owned by Barnes & Noble or any of its subsidiaries (including Shares held as treasury stock) or owned by Parent or its subsidiaries, including the Offeror (including any Shares acquired by the Offeror in the Offer), in each
case, immediately prior to the Effective Time and (ii) Shares owned by any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL) was converted automatically into and represents only the right to
receive an amount in cash equal to the Offer Price, net of applicable withholding taxes and without interest.
As a consequence of the
Merger, the Shares will no longer be listed on the New York Stock Exchange and will be deregistered under the Exchange Act.
On
August 7, 2019, Barnes & Noble issued a press release announcing the expiration of the Offer and the acceptance of the Shares for payment. A copy of the press release is filed as Exhibit (a)(5)(B) to the amendment to the Schedule TO
filed by the Offeror and Parent with the SEC on August 7, 2019 and is incorporated by reference herein.