Not yet a member?Join now!|Lost password
Barnes & Noble Inc.
Barnes & Noble Inc.
07/03/2012 | Press release
Summary Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear In Re Barnes & Noble Stockholder Derivative [...]
distributed by noodls on 07/03/2012 10:15
CONTACTS:
Mary Ellen Keating
Corporate Communications
Barnes & Noble, Inc.
(212) 633-3323
mkeating@bn.com
Carolyn J. Brown
Corporate Communications
Barnes & Noble, Inc.
(212) 633-4062
cbrown@bn.com
Summary Notice of Pendency of Derivative Action, Proposed
Settlement of Derivative Action, Settlement Hearing, and
Right to Appear In Re Barnes & Noble Stockholder Derivative
Litigation
New York, New York - July 3, 2012 - Barnes & Noble, Inc.
(NYSE: BKS), the leading retailer of content, digital media
and educational products, today issued the following press
release:
THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE BARNES & NOBLE STOCKHOLDER DERIVATIVE LITIGATION
C.A. No. 4813-CS
SUMMARY NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED
SETTLEMENT OF DERIVATIVE ACTION, SETTLEMENT HEARING, AND
RIGHT TO APPEAR
TO: ALL RECORD AND BENEFICIAL HOLDERS OF SHARES OF THE
COMMON STOCK OF BARNES & NOBLE, INC. ("B&N" OR THE "COMPANY")
AT THE CLOSE OF BUSINESS ON JUNE 15, 2012 (THE "RECORD
DATE").
YOU ARE HEREBY NOTIFIED that the plaintiff and defendants in
the above-captioned derivative lawsuit (the "Action") have
entered into a proposed settlement of the Action (the
"Settlement").
PLEASE BE FURTHER ADVISED that pursuant to an Order of the
Court of Chancery of the State of Delaware, dated June 15,
2012, a hearing (the "Settlement Hearing") will be held on
September 4, 2012, at 10:00 a.m., before The Honorable Leo E.
Strine, Jr., in the Court of Chancery of the State of
Delaware, New Castle County Courthouse, 500 North King
Street, Wilmington, DE 19801. The purpose of the Settlement
Hearing is: (a) to determine whether a Stipulation of
Settlement dated June 13, 2012 (the "Stipulation"), and the
terms and conditions of the Settlement proposed in the
Stipulation, are substantively and procedurally fair,
reasonable, adequate and in the best interests of B&N and its
shareholders; (b) to determine whether final judgment should
be entered dismissing the Action as to all defendants named
therein and their related parties with prejudice (the
"Judgment"); (c) to hear and determine any objections to the
Settlement; (d) if the Court approves the Stipulation and the
Settlement and enters the Judgment, to determine whether it
should award attorneys' fees and expenses to plaintiff's
attorneys pursuant to the application described herein; and
(e) to hear such other matters as the Court may deem
necessary and appropriate.
The Action and Settlement address claims alleging that
certain directors of B&N breached their fiduciary duties to
the Company in causing B&N to purchase Barnes & Noble College
Booksellers, Inc. ("B&N College") from B&N's Chairman,
Leonard Riggio, and his wife, Louise Riggio (the
"Transaction"). Each of the Defendants denies and continues
to deny all allegations of wrongdoing and denies liability on
the claims asserted in the Action.
Leonard Riggio and Louise Riggio will effect the settlement
for the benefit of B&N by reducing the purchase price of B&N
College by $22.75 million and forgoing interest payments that
would have been due in connection with the payment of a
promissory note in the additional amount of $6,256,250
(together, the "Settlement Consideration"). At or before the
Settlement Hearing, Plaintiffs' counsel intends to apply to
the Court for an award equal to the reimbursement of expenses
not to exceed $2.4 million plus attorneys' fees not to exceed
33.3% of the Settlement Consideration after the payment of
expenses. The Company, Defendants and Louise Riggio reserve
all rights to contest the amount of fees and expenses
requested by Plaintiffs' counsel.
If the Settlement is approved, the Action will be dismissed
with prejudice and the Defendants and Louise Riggio will be
released by Plaintiffs, B&N and its shareholders from all
claims that were or could have been alleged in the Action
regarding the transactions challenged.
ANY INVESTOR WHO OWNS B&N COMMON STOCK AS OF THE RECORD DATE
AND WHO WISHES TO CONTEST EITHER THE SETTLEMENT OR THE
APPLICATION FOR FEES AND EXPENSES BY PLAINTIFFS' COUNSEL, MAY
DO SO BY FOLLOWING THE PROCEDURE SET FORTH IN THE SECTION
TITLED "RIGHT TO APPEAR AT SETTLEMENT HEARING" OF THE NOTICE
OF PENDENCY OF DERIVATIVE ACTION, PROPOSED SETTLEMENT OF
DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR.
The Notice of Pendency of Derivative Action, Proposed
Settlement of Derivative Action, Settlement Hearing and Right
to Appear, as well as the Stipulation and the Court's June
15, 2012 Scheduling Order, are available on B&N's website at
www.barnesandnobleinc.com
and on Plaintiffs' Counsel's websites at (1) www.gelaw.com; (2) www.chimicles.com; (3) www.ksfcounsel.com; and
(4) www.barrack.com.
PLEASE DO NOT CONTACT THE COURT.
Dated: June 20, 2012
BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE
