Barnes & Noble, Inc. Investor Lawsuit against Takeover attempt imminent

May 23, 2011 - PRLog -- After Barnes & Noble, Inc. announced that it received a buyout proposal of Barnes & Noble at $17 per BKS shares by Liberty Media Corporation an investigation on behalf of investors of Barnes & Noble, Inc.  concerning whether the proposed acquisition is unfair to BKS stockholders and whether certain directors and officers breached their fiduciary duties was announced.

If you purchased shares of Barnes & Noble, Inc.  and currently continue to hold those NYSE-BKS shares, and/or if you have any information relating the investigation, you have certain options and you should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 - 1554.

The investigation by a law firm concerns whether certain directors and officers breached their fiduciary duties in connection the proposed takeover.

On Thursday May 19, after the market closed, Barnes & Noble, Inc. announced that the Special Committee of its Board of Directors has received a proposal from Liberty Media Corporation (Nasdaq- LCAPA, LCAPB, LINTA, LINTB, LSTZA, LSTZB) to acquire Barnes & Noble Inc at a price of $17 per share in cash. Barnes & Noble said the proposal states that it is contingent on the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management.

Last year in August, Barnes & Noble, Inc. , had already announced that its Board of Directors intends to evaluate strategic alternatives, including a possible sale of Barnes & Noble.  Leonard Riggio, Barnes & Noble’s founder and largest stockholder, had informed the Board that, in light of its decision to explore strategic alternatives, he intended to consider the possibility of participating in an investor group to acquire the company.

Following the May 19 announcement shares of Barnes & Noble, Inc. shares NYSE-BKS jumped from roughly $14 on May 19 above the current offer to $18.40 on May 20, 2011.
Additionally analysts have expressed that Barnes & Noble is worth more than the $17 offer, and have put a price target on BKS shares as high as $21 per share.

Therefore the investigation monitors the proposed transaction and concerns whether the Barnes & Noble, Inc. Board of Directors will undertake an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of Barnes & Noble, Inc.  and breach their fiduciary duties to Barnes and Noble (BKS) shareholder by failing to adequately shop the Company before entering into any transaction.

The investigation concerns also whether Liberty Media Corporation would underpay for NYSE-BKS shares, thus unlawfully harming NYSE-BKS stockholders.

An analyst of Janney Capital Markets said in a client note that the $17 per share bid is not enough and called the offer "inadequate". Janney Capital Markets maintains a Buy rating and values Barnes & Noble’s stock at $20 per share.

However, despite recent analyst target prices, recent historic stock prices have been also significantly higher than the current offer. Shares of Barnes & Noble, Inc. (Public, NYSE-BKS) traded in 2007 at over $42 per share, during ‘08 over $34 per share, during 09 over $26 per share and during 2010 as high as $24 per share.
Furthermore Barnes & Noble, Inc. has performed well in the past for its investors. Barnes & Noble’s 52/53week Total Revenue increased from $5.139billion reported on Feb 3, 2007 to $5.81billion reported on May 1, 2010. Additionally Barnes & Noble might have short-term advantages from the bankruptcy of brick-and-mortar competitor Borders Group Inc.

A potential class action lawsuit would seek to maximize the amount of money and information BKS shareholders would receive in a buyout, so the law firm.

Those who purchased shares of Barnes & Noble, Inc. (Public, NYSE-BKS) and currently continue to hold those NYSE BKS shares, and/or those who have any information relating the investigation, have certain options and should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 - 1554.

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The Shareholders Foundation, Inc. is a professional portfolio monitoring service and an investor advocacy group. We do research related to shareholder issues and inform investors of securities class actions, settlements, judgments, and other legal related news to the stock/financial market. At Shareholders Foundation, Inc. we are in contact with a large number of shareholders. We believe that together we can combine the interests of many investors, and use the size of our interest as leverage against the giant corporations. We offer help, support, and assistance for every shareholder. We help investors find answers to their questions and equitable solutions to their problems. The Shareholders Foundation, Inc. is not a law firm. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.