December 6, 2010, 4:13 PM

Borders’ shareholders offer to fund the purchase of Barnes & Noble

Total estimated value of the deal is $912 million.

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Key shareholders for Borders Group Inc., which operates the Borders Direct e-commerce business segment, are prepared to finance the purchase of Barnes & Noble Inc., a potential deal that would combine the two largest bookselling chains.

Borders Direct is No. 194 in the Internet Retailer Top 500 Guide, while BarnesandNoble.com is No. 42.

In a document filed today with the U.S. Securities and Exchange Commission, Borders shareholders, including Pershing Square Capital Management L.P and its CEO, William A. Ackman, stated they would fund the purchase of Barnes & Noble No. 42 in the Top 500 Guide, for $16 a share. With about 57 million shares outstanding, the value would be $912 million.

Barnes & Noble declined to comment on the bid. In August, the company announced it was exploring a possible sale. In a regulatory document Barnes & Noble filed with the SEC, the retailer says it formed a special independent committee made up of four directors that will evaluate several strategic options, including a possible sale. Barnes & Noble named George Campbell Jr., William Dillard II, Margaret Monaco and Patricia Higgins as independent directors to oversee the evaluation. No timetable was set for any sale.

Barnes & Noble is looking at various strategic options in light of what it considers its undervalued stock. “As the world’s largest bookseller, Barnes & Noble has an iconic brand and unique competitive advantages we believe will position the company to succeed over time in a rapidly changing market,” the company says in its SEC filing. “The board is confident in Barnes & Noble’s strategy and fully supportive of the senior management team, which is delivering explosive growth in our fast-developing digital business. The board has concluded that a review of strategic alternatives is the appropriate next step to take full advantage of our compelling digital opportunities and to create value for shareholders, customers, and employees.”

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