BNED Has Still Not Responded to Bay Capital's Most Recent Offer to Acquire BNED for $4.50 per share
Bay Capital Continues to Pursue Legal Action Against BNED and its Board of Directors in Delaware Chancery Court
MENLO PARK, Calif., July 25, 2019 /PRNewswire/ -- Bay Capital Finance, LLC, a Menlo Park-based investment firm ("Bay Capital" or, "we") and a shareholder of Barnes & Noble Education, Inc. ("BNED" or, the "Company") (BNED) which has nominated a slate of five highly-qualified candidates for election to the Company's Board of Directors (the "Board") at the Company's 2019 Annual Meeting of Shareholders (the "Annual Meeting"), announced today that the record date for investors to be eligible to vote at the Annual Meeting is Monday, July 29, 2019 (the "Record Date"). Any shares out on loan on the Record Date will not be eligible to vote at the Annual Meeting. If shareholders engage in share lending and would like to be able to vote their full share position, we urge them to instruct their custodian, bank or broker to recall the shares on loan as soon as possible, so that shareholders can execute a proxy card to vote all of their shares held as of the Record Date at the Annual Meeting.
As previously announced, BNED has rejected Bay Capital's prior offers to purchase the outstanding shares of BNED at a significant premium. On July 15, 2019, Bay Capital delivered a letter to the Board reiterating its continued willingness to purchase the outstanding shares of the Company for $4.50 per share, a premium of more than 35% of the preceding ten day volume weighted average share price. BNED did not reply to Bay Capital's offer, ignoring an attractive opportunity to lock-in certain value for shareholders.
As a result of BNED's refusal to engage with Bay Capital – combined with its improper rejection of Bay Capital's slate of director nominees – Bay Capital has been forced to pursue litigation in the Delaware Chancery Court seeking immediate relief and redress. Not only has Bay Capital sought a declaratory judgment from the Delaware Court confirming that Bay Capital's nominations were valid and eligible for consideration at the Annual Meeting, Bay Capital is also seeking injunctive relief requiring BNED to correct its persistent filing of false and misleading documents with the Securities and Exchange Commission.
Sunil Suri, Managing Partner and Principal of Bay Capital, commented, "Since we began discussions with BNED and its senior executives nearly eight months ago, Bay Capital has been committed to completing a transaction that is in the best interest of shareholders. We remain so committed to this day. We are equally baffled by BNED's sudden claims that our offers are not credible given that the Company's management invites Bay Capital to submit its original offer, members of Bay Capital's team have had multiple meetings with senior BNED executives in 2018 and Bay Capital's investment banking advisors have confirmed to BNED Bay Capital's ability to complete the transactions previously proposed."
About Bay Capital
Bay Capital Finance, LLC is a private investment fund with hundreds of millions of dollars in assets under management comprising holdings in securities, real estate, operating companies and other asset categories. Founded and managed by Sunil Suri, Bay Capital seeks to opportunistically deploy its capital and apply its investment management expertise to undervalued assets and asset categories with an aim toward long term value creation. Headquartered in Menlo Park, California, Bay Capital has offices in Los Angeles and New York.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Bay Capital Finance, LLC, together with the other participants named herein (collectively, the "Bay Capital Group"), intends to file a preliminary proxy statement and an accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2019 annual meeting of stockholders of Barnes & Noble Education, Inc., a Delaware corporation ("BNED" or the "Company").
THE BAY CAPITAL GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A WHITE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE.
The participants in the proxy solicitation are expected to include Bay Capital Finance, LLC and Sunil Suri (collectively, the "Participants").
As of the date hereof, Bay Capital Finance, LLC directly beneficially owned 25,000 shares of Common Stock, $0.01 par value (the "Common Stock") of the Company. Mr. Suri, as the Principal and Managing Member of Bay Capital, may be deemed to beneficially own the 25,000 shares of Common Stock owned directly by Bay Capital.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS "OUTLOOK", "BELIEVE", "INTEND", "EXPECT", "POTENTIAL", "WILL", "MAY", "SHOULD", "ESTIMATE", "ANTICIPATE", AND DERIVATIVES OR NEGATIVES OF SUCH WORDS OR SIMILAR WORDS. FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON PRESENT BELIEFS OR EXPECTATIONS. HOWEVER, FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR AS A RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES. EXCEPT AS REQUIRED BY LAW, BAY CAPITAL FINANCE, LLC AND ITS AFFILIATES AND RELATED PERSONS UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.