Elliott Advisors, the Owners of Waterstones, to Acquire Barnes & Noble

LONDON–(BUSINESS WIRE)–Waterstones is pleased to announce that today funds advised by Elliott
Advisors (UK) Limited have entered into a definitive agreement to
acquire Barnes & Noble in an all-cash transaction valued at
approximately $683m (£537m), including the assumption of debt. Elliott
acquired Waterstones in June 2018.

James Daunt, CEO of Waterstones, will assume also the role of CEO of
Barnes & Noble following the completion of the transaction.

Barnes & Noble is the largest bookseller in the USA with 627 bookstores
across all 50 states. It had sales of $3.662bn for the fiscal year 2018.
Waterstones is the largest bookseller in the UK with 293 bookshops,
including those in Ireland, The Netherlands and Belgium. It had sales of
£402m in the 2018 financial year.

Elliott will own both Barnes & Noble and Waterstones, with each
bookseller to operate independently. They will have James Daunt as CEO
in common, and benefit from the sharing of best practice between the
companies. Waterstones has prospered over the last seven years following
a consistent strategy to invest in its bookshops and to trust its local
bookselling teams to run ever improving bookshops. This commitment to
bookselling excellence will strengthen the ability of both companies to
navigate with success a rapidly changing retail landscape.

James Daunt said, “I look forward greatly to working with the
booksellers at Barnes & Noble. Physical bookstores the world over face
fearsome challenges from online and digital, a complex array of
difficulties that for ease and some evident reason we lay at the door of
Amazon. Our purpose is to create, by investment and old fashioned
bookselling skill, bookshops good enough to be a pleasure in their own
right and to have no equal as a place in which to choose a book. We
counter thereby Amazon’s siren call and defend the continued existence
of real bookshops. We do so now with all the more confidence for being
able to draw on the unrivalled bookselling skills of these two great
companies. I am grateful to Elliott for their commitment to support the
continued transformation at Waterstones, and now also the same at Barnes
& Noble. I thank Mr Riggio for his confidence and support.”

Paul Best, Portfolio Manager and Head of European Private Equity at
Elliott, added, “Our investment in Barnes & Noble, following our
investment last year in Waterstones, demonstrates our conviction that
readers continue to value the experience of a great bookstore. We look
forward to working with James Daunt and the Barnes & Noble community of
readers, members and booksellers as they start an exciting new chapter.
We would like to acknowledge the contributions of Founder and Chairman
Leonard Riggio whose entrepreneurial vision created the leading
bookstore company in the United States.”

The transaction is subject to customary closing conditions, including
the receipt of regulatory and stockholder approval, and is expected to
be completed in the third quarter of this year.

About Waterstones

Waterstones is the UK and Ireland’s leading high street bookseller with
293 bookshops, including Foyles, Hatchards, Hodges Figgis and branches
in Ireland, Brussels and Amsterdam. It is the only national specialist
book retailer of scale in the UK, with the average sized shop carrying a
range of around 30,000 individual books and with over 200,000 titles in
the largest shop.

About Elliott

Elliott Management Corporation manages two multi-strategy funds which
combined have approximately $34 billion of assets under management. Its
flagship fund, Elliott Associates, L.P., was founded in 1977, making it
one of the oldest funds of its kind under continuous management. The
Elliott funds’ investors include pension plans, sovereign wealth funds,
endowments, foundations, funds-of-funds, and employees of the firm.
Elliott Advisors (UK) Limited is an affiliate of Elliott Management
Corporation.

About Barnes & Noble, Inc.

Barnes & Noble, Inc. (NYSE:BKS) is the USA’s largest retail bookseller,
and a leading retailer of content, digital media and educational
products. The Company operates 627 Barnes & Noble bookstores in 50
states, and one of the Web’s premier e-commerce sites, BN.com (www.bn.com).
The Nook Digital business offers a lineup of popular NOOK® tablets and
eReaders and an expansive collection of digital reading and
entertainment content through the NOOK Store®. The NOOK Store (www.nook.com)
features digital books, periodicals and comics, and offers the ability
to enjoy content across a wide array of popular devices through Free
NOOK Reading Apps™ available for Android™, iOS® and Windows®. General
information on Barnes & Noble, Inc. can be obtained by visiting the
Company’s corporate website at www.barnesandnobleinc.com.

Additional Information and Where to Find It

The Merger Agreement may be amended in order to effect the acquisition
of Barnes & Noble (the “Company”) through a tender offer, though no
tender offer for the outstanding shares of the Company has commenced.
This communication may be deemed to be a communication by Elliott. This
communication is for informational purposes only and is neither a
recommendation, an offer to purchase nor a solicitation of an offer to
sell shares. It is not a substitute for the tender offer materials that
the offeror would file with the SEC upon commencement of the tender
offer, if the parties amend the Merger Agreement in order to effect the
acquisition of the Company through a tender offer. At the time the
tender offer is commenced, if the parties so amend the Merger Agreement,
the offeror will file tender offer materials on Schedule TO, and the
Company thereafter will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer. IF THE
MERGER AGREEMENT IS SO AMENDED, THE TENDER OFFER MATERIALS (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF
THE COMPANY ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR
ENTIRETY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS
WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF SHARES OF COMMON STOCK OF THE COMPANY SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. If the Merger
Agreement is amended to contemplate a tender offer as described above,
the Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all holders of shares of common
stock of the Company at no expense to them. The tender offer materials,
the Solicitation/Recommendation Statement and other related documents
(when available) would be made available for free at the SEC’s website
at www.sec.gov
or by directing a request to the Information Agent for the tender offer
who would be named by the offeror in the tender offer materials.

Contacts

Media Contacts
James Daunt, Waterstones Managing Director, James.Daunt@waterstones.com
Phone:
+44 (0)7771 538882
Sandra Taylor, Waterstones Head of PR, Sandra.Taylor@waterstones.com
Phone:
+44 (0)207 071 6343