Barnes & Noble Education, Inc. (NYSE: BNED), a
leading solutions provider for the education industry, today
announced that its Board of Directors has approved the adoption of
a short-term stockholder rights plan and declared a dividend
distribution of one preferred share purchase right on each
outstanding share of the Company’s common stock.
The rights plan is similar to plans adopted by other companies
and is intended to enable BNED stockholders to realize the
long-term value of their investment. The rights are designed to
ensure that all of the Company’s stockholders receive fair and
equal treatment in the event of any proposed takeover of the
Company and to guard against tactics to gain control of the Company
without paying all stockholders a premium for that control.
The rights will be exercisable only if a person or group
acquires 10% or more of the Company’s outstanding common stock.
Each right will entitle stockholders to buy one one-thousandth of a
share of a new series of junior participating preferred stock at an
exercise price of $20.00.
If a person or group acquires 10% of the Company’s outstanding
common stock, each right will entitle its holder (other than such
person or members of such group) to purchase for $20.00, a number
of Company common shares having a market value of twice such price.
In addition, at any time after a person or group acquires 10% of
the Company’s outstanding common stock, the Company’s Board of
Directors may exchange one share of the Company’s common stock for
each outstanding right (other than rights owned by such person or
group, which would have become void).
Prior to the acquisition by a person or group of beneficial
ownership of 10% of the Company’s common stock, the rights are
redeemable for one cent per right at the option of the Board of
Directors.
Certain synthetic interests in securities created by derivative
positions—whether or not such interests are considered to
constitute beneficial ownership of the underlying common stock for
reporting purposes under Regulation 13D of the Securities Exchange
Act—are treated as beneficial ownership of the number of shares of
the Company’s common stock equivalent to the economic exposure
created by the derivative position, to the extent actual shares of
the Company’s stock are directly or indirectly held by
counterparties to the derivatives contracts.
The dividend distribution will be made on April 10, 2020,
payable to stockholders on that date and is not taxable to
stockholders. The rights will expire on December 31, 2020, unless
the rights are earlier redeemed or exchanged.
A copy of the stockholder rights plan will be contained in a
Form 8-K to be filed with the Securities and Exchange
Commission.
Gibson, Dunn & Crutcher LLP is acting as legal counsel to
the Company and Morgan Stanley & Co. is acting as financial
advisor to the Company in connection with its previously announced
review of strategic opportunities.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a
leading solutions provider for the education industry, driving
affordability, access and achievement at hundreds of academic
institutions nationwide and ensuring millions of students are
equipped for success in the classroom and beyond. Through its
family of brands, BNED offers campus retail services and academic
solutions, a digital direct-to-student learning ecosystem,
wholesale capabilities and more. BNED is a company serving all who
work to elevate their lives through education, supporting students,
faculty and institutions as they make tomorrow a better, more
inclusive and smarter world. For more information, visit
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: general
competitive conditions, including actions our competitors and
content providers may take to grow their businesses; a decline in
college enrollment or decreased funding available for students;
decisions by colleges and universities to outsource their physical
and/or online bookstore operations or change the operation of their
bookstores; implementation of our digital strategy may not result
in the expected growth in our digital sales and/or profitability;
risk that digital sales growth does not exceed the rate of
investment spend; 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; the risk of price reduction or change in
format of course materials by publishers, which could negatively
impact revenues and margin; the general economic environment and
consumer spending patterns; decreased consumer demand for our
products, low growth or declining sales; the strategic objectives,
successful integration, anticipated synergies, and/or other
expected potential benefits of various acquisitions may not be
fully realized or may take longer than expected; the integration of
the operations of various acquisitions into our own may also
increase the risk of our internal controls being found ineffective;
changes to purchase or rental terms, payment terms, return
policies, the discount or margin on products or other terms with
our suppliers; our ability to successfully implement our strategic
initiatives including our ability to identify, compete for and
execute upon additional acquisitions and strategic investments;
risks associated with operation or performance of MBS Textbook
Exchange, LLC’s point-of-sales systems that are sold to college
bookstore customers; technological changes; risks associated with
counterfeit and piracy of digital and print materials; our
international operations could result in additional risks; our
ability to attract and retain employees; risks associated with data
privacy, information security and intellectual property; trends and
challenges to our business and in the locations in which we have
stores; non-renewal of managed bookstore, physical and/or online
store contracts and higher-than-anticipated store closings;
disruptions to our information technology systems, infrastructure
and data due to computer malware, viruses, hacking and phishing
attacks, resulting in harm to our business and results of
operations; disruption of or interference with third party web
service providers and our own proprietary technology; work
stoppages or increases in labor costs; possible increases in
shipping rates or interruptions in shipping service; product
shortages, including decreases in the used textbook inventory
supply associated with the implementation of publishers’ digital
offerings and direct to student textbook consignment rental
programs, as well as the risks associated with the impacts that
public health crises may have on the ability of our suppliers to
manufacture or source products, particularly from outside of the
United States; changes in domestic and international laws or
regulations, including U.S. tax reform, changes in tax rates, laws
and regulations, as well as related guidance; enactment of laws or
changes in enforcement practices which may restrict or prohibit our
use of texts, emails, interest based online advertising, recurring
billing or similar marketing and sales activities; the amount of
our indebtedness and ability to comply with covenants applicable to
any future debt financing; our ability to satisfy future capital
and liquidity requirements; our ability to access the credit and
capital markets at the times and in the amounts needed and on
acceptable terms; adverse results from litigation, governmental
investigations, tax-related proceedings, or audits; changes in
accounting standards; 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/20200325005658/en/
Media: Carolyn J. Brown
Senior Vice President Corporate Communications and Public Affairs
Barnes & Noble Education, Inc. (908) 991-2967 cbrown@bned.com
Investor: Andy Milevoj Vice
President Corporate Finance and Investor Relations Barnes &
Noble Education, Inc. (908) 991-2776 amilevoj@bned.com
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