Barnes & Noble Education Rejects Several Offers from Bay Capital

The company rejected the acquisition offers due to the proposals being “low-value, highly conditional, and not credible.”
Barnes & Noble Education Rejects Several Offers from Bay Capital

Barnes & Noble Education’s board has rejected multiple offers from Bay Capital Finance over the past six months, while the company’s shares have lost nearly 40% of their value since the first all-cash offer.

In an announcement on Tuesday, the board of Barnes & Noble Education (BNED) concluded that they rejected the proposals from Bay Capital because they “substantially undervalued BNED, were highly conditional, and not credible.”

BNED rejected an offer on June 27 to buy all outstanding shares for $4.50 per share in cash. Previous offers to buy the company came on June 7, for $5.25-$5.75 per share in cash and on February 7 for $6.75-$7.25.

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“Our board unanimously determined Bay Finance’s unsolicited, highly conditional proposals were neither credible nor adequate from a value perspective,” said John R. Ryan, lead director of the BNED board of directors. “We are open to all opportunities to enhance shareholder value as we continue our business transformation to position BNED for success over the long term.”

According to the BNED board, a credible proposal must deliver compelling value and certainty, including a fully underwritten debt commitment and clearly identified and adequate equity capital that would be sufficient to complete a transaction.

In addition, a credible proposal should contain sufficient detail to demonstrate that it provides market-standard provisions that assure certainty of completion. BNED’s board determined that the highly conditional Bay Capital’s proposals do not satisfy any of these conditions.

BNED also confirmed that Bay Capital delivered a letter on June 27 to nominate five candidates to stand for election to the BNED board at its 2019 Annual Stockholders Meeting. The notice was ruled invalid under BNED’s bylaws.

Sunil Suri, managing partner and principal of Bay Capital, said that his company is “perplexed by the company’s refusal to privately engage in good faith negotiations with us regarding several proposals we have made over the past six months to acquire all of the company’s outstanding equity at a significant premium — a highly compelling value proposition for stockholders.”

“Even more puzzling is the company’s rationale that ‘it is not the best interests of BNED and its stockholders to pursue such proposal because Bay Capital’s proposal fails to recognize the value of BNED’s digital transformation strategy to position the business to drive long-term growth.’”

“BNED’s shares have lost 40% of their value since we delivered our first acquisition offer in early February,” Suri continued. “It is certainly not in the best interests of the company’s stockholders for the board to continue to abdicate its responsibilities and fiduciary duties in pursuit of risky ‘digital transformation’ while stockholder value deteriorates so precipitously.”

Suri contends that the prolonged and persistent destruction in the company’s share price since the first proposal from Bay Capital “is a stinging indictment of the board and its rationale for rebuffing our attempts to engage,” he said.

It appears that legal action could result from BNED’s rejection of the many purchase offers from Bay Capital, according to Suri.

“It is truly unfortunate that after submitting three separate offers to the board, each of which was summarily rejected. We are now also being disenfranchised and must resort to court action to preserve our rights and the rights of the company’s stockholders to elect new board members,” said Suri.

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