Attached files
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8-K - CURRENT REPORT - BARNES & NOBLE INC | form8k.htm |
Exhibit 99.1
[BARNES
& NOBLE LETTERHEAD]
February
17, 2010
Mr.
Ronald Burkle
Managing
Partner
The
Yucaipa Companies LLC
9130 W.
Sunset Boulevard
Los
Angeles, California 90069
Dear Mr.
Burkle:
The Board
of Directors has carefully considered your letter of January 28, 2010 requesting
that you and your affiliated funds be allowed to collectively acquire 37% of
Barnes & Noble’s outstanding shares without triggering Barnes & Noble’s
Shareholder Rights Plan.
The
Shareholder Rights Plan was adopted last November in response to a rapid
accumulation of a significant portion of Barnes & Noble’s outstanding common
stock, and is intended to protect our shareholders from actions that are
inconsistent with their best interests. The Board has determined by unanimous
vote that acceding to your request would not be in the best interests of all
Barnes & Noble’s shareholders.
As you
have expressed concern regarding the “free and fair exercise of the shareholder
franchise,” we would remind you that Barnes & Noble previously announced its
intention to submit the Shareholder Rights Plan for shareholder ratification
within 12 months of its adoption.
The Board
also would like to correct a misstatement contained in your letter regarding the
total stock holdings of the Riggio family and other Company insiders. Please be
advised that, excluding options that are not votable, Barnes & Noble’s
directors, management and other executive officers currently hold approximately
31% of the Company’s outstanding stock.
The Board
has also considered your question regarding Excluded Shares under the
Shareholder Rights Plan. While the Board does not believe the analysis of the
Shareholder Rights Plan reflected in your letter is correct, in order to
eliminate any ambiguity the Board has adopted an amendment to the Rights
Agreement regarding Excluded Shares. This amendment is contained in a Form 8-K
being filed today with the Securities and Exchange Commission.
Finally,
the Board is unanimous in its view that there is absolutely no basis whatsoever
for the allegations made in your letter.
Yours
truly,
Barnes
& Noble Board of Directors