Barnes & Noble, Inc.
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BARNES & NOBLE (BKS) CLASS ACTION: HALPER SADEH LLP ANNOUNCES FILING OF SHAREHOLDER CLASS ACTION LAWSUIT AGAINST BARNES & NOBLE, INC. IN CONNECTION WITH ITS PROPOSED MERGER WITH ELLIOTT ADVISORS (UK) LIMITED – BKS
July 24, 2019.
New York, New York—Halper Sadeh LLP, a global investor rights law firm, announces the filing of a shareholder class action lawsuit against Barnes & Noble, Inc. (“Barnes & Noble” or the “Company”) (NYSE: BKS) in connection with the proposed sale of Barnes & Noble to funds advised by Elliott Advisors (UK) Limited (“Elliott”). The lawsuit seeks damages and/or equitable relief on behalf of Barnes & Noble shareholders.
On June 7, 2019, Barnes & Noble announced that it had entered into a definitive agreement to be acquired by funds advised by Elliott for $6.50 per share. According to a document that Barnes & Noble filed with the SEC, on June 18, 2019, a company identified as “Company C” submitted a written proposal to purchase Barnes & Noble for $7.25 per share. In order to engage and negotiate with Company C on its proposal, Barnes & Noble requested a waiver from Elliott of Barnes & Noble’s obligations under the non-solicitation covenants in the definitive merger agreement. On June 21, 2019, Barnes & Noble was informed that Elliott declined to grant the requested waiver that would have permitted Barnes & Noble to engage with Company C. Thereafter, Barnes & Noble determined that Company C’s proposal was not reasonably likely to lead to a superior offer and declined “Company C’s requests.”
The lawsuit alleges that Defendants issued a materially misleading solicitation statement recommending that Barnes & Noble shareholders tender their shares to Elliott. According to the complaint, the solicitation statement contains materially incomplete and misleading information concerning: (1) Barnes & Noble’s financial projections; (2) the financial analyses performed by Barnes & Noble’s financial advisors; and (3) potential conflicts of interest involving those financial advisors. The lawsuit seeks to enjoin the shareholder vote on the proposed transaction until such information is disclosed.
If you wish to serve as lead plaintiff, you must move the Court no later than September 23, 2019. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.
NO CLASS HAS YET BEEN CERTIFIED IN THE ABOVE ACTION. UNTIL A CLASS IS CERTIFIED, YOU ARE NOT REPRESENTED BY COUNSEL UNLESS YOU RETAIN ONE. YOU MAY RETAIN COUNSEL OF YOUR CHOICE OR YOU MAY REMAIN AN ABSENT CLASS MEMBER AND DO NOTHING AT THIS POINT.
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