Liberty Media to Acquire Barnes & Noble for $1 Billion

Press release from the issuing company

Friday, May 20th, 2011

ENGLEWOOD, Colo. - Liberty Media Corporation announced today that it has made a proposal to acquire Barnes & Noble Inc. for $17 per share in cash. Barnes & Noble is the established leader in bookselling and is at the forefront of the transition to digital, with a management team that has demonstrated expertise in operations and positioned the company for growth in a dynamic marketplace.

Liberty's proposal, which contemplates that the acquisition will be structured as a merger, is subject to various conditions, including satisfactory financing and the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management. Liberty's equity ownership, which would be attributed to the Liberty Capital group, is expected to be approximately 70% of Barnes & Noble. Liberty expects that its cash contribution toward the purchase price, depending on the amount of financing that can be obtained, will be in the range of $500 million.

As previously announced, Liberty plans to split-off the businesses, assets and liabilities currently attributed to the Liberty Capital and Liberty Starz tracking stock groups.

CEO News Note: The $17/share price reflects more than a 20% premium over the BN closing price on Thursday and a valuation of $1 billion.