MERIDIAN (dpa-AFX) - Barnes & Noble Inc. (BKS) announced that Liberty Media has invested an aggregate of $204 million in the Company through the purchase of newly issued convertible preferred stock.
As per the terms of the strategic investment, Liberty purchased preferred stock, convertible into approximately 12 million shares or 16.6% (after giving effect to the issuance) of the Company's common stock at a price of $17 per share, and with a dividend rate of 7.75% per annum to be paid quarterly.
The investment closed today. In light of Liberty's investment, the parties have ceased discussions regarding Liberty's previously announced acquisition proposal.
Following expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Liberty will be entitled to elect two nominees to the Company's board of directors. Barnes & Noble noted that it has agreed to expand its board to eleven members and both parties have agreed that Liberty's two nominees to the Company's board of directors will be Gregory Maffei, President and Chief Executive Officer of Liberty and Mark Carleton, Senior Vice President of Liberty.
The company said that the convertible preferred stock will also be entitled to vote on matters submitted to the Company's shareholders on an as-converted basis following the later of the expiration of the waiting period and the completion of the Company's 2011 annual meeting of shareholders.
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