May 20, 2011, 9:39 AM

Liberty Media eyes Barnes & Noble

The QVC owner has its sights on acquiring Barnes & Noble Inc.

Mark Brohan

Research Director

Lead Photo

Liberty Media Corp., which owns and operates QVC Corp. and several other growing e-commerce brands, now has its eye on another prize: Barnes & Noble Inc.

Liberty, No. 8 in the Internet Retailer Top 500 Guide, is offering to pay $17 per share to acquire Barnes & Noble (No. 41) . Liberty would buy 57 million outstanding shares, which would put the value of the deal at about $969 million.

Barnes & Noble says the company’s board of directors is studying the proposal. The deal is also contingent on the participation of Barnes & Noble chairman Leonard Riggio, who is also the retailer’s largest single shareholder.

“Barnes & Noble is the established leader in bookselling and is at the forefront of the transition to digital, with a management team that has demonstrated expertise in operations and positioned the company for growth in a dynamic marketplace,” says Liberty Media in a statement. “Liberty's proposal, which contemplates that the acquisition will be structured as a merger, is subject to various conditions, including satisfactory financing and the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management.”

If the deal is approved, Liberty expects that its cash contribution toward the purchase price, depending on the amount of financing that can be obtained, will be in the range of $500 million, the company says.  Barnes & Noble says it its studying its options and has retained Lazard Freres & Co. as its financial advisor.

For the third quarter of fiscal 2011 ended Jan. 29, Barnes & Noble said that web sales increased 64% to $343.5 million from $209.5 million in the third quarter of fiscal 2010. Total sales grew 6.9% to $2.32 billion from $2.17 billion in the third quarter of fiscal 2010.



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