MENLO PARK, Calif.,
July 15, 2019 /PRNewswire/
-- Bay Capital Finance, LLC, a Menlo
Park-based investment firm ("Bay Capital" or, "we"),
announced today that it has sent a letter to the Board of Directors
(the "Board") of Barnes & Noble Education, Inc. ("BNED" or, the
"Company") (NYSE: BNED) expressing its extreme disappointment with
the Company's continued rejection of Bay Capital's series of
attempts since early February to engage in discussions regarding
offers to acquire BNED for a substantial all-cash premium. Bay
Capital also announced that it recently nominated a slate of five
highly qualified director candidates, four of whom are completely
independent of Bay Capital, for election at the Company's 2019
Annual Meeting. BNED has rejected Bay Capital's nominations on the
grounds that Bay Capital was not a stockholder of record as of
June 27, 2019, which BNED claims was
the nomination deadline. However, BNED's proxy statements for
its past three Annual Meetings have included false and misleading
information regarding the deadlines for shareholder proposals and
nominations, as well as incorrect information regarding the voting
standard for director elections. Bay Capital has filed a
lawsuit in Delaware to enjoin any
attempt by BNED to disenfranchise stockholders with respect to Bay
Capital's nominations and to ensure that stockholders have an
opportunity to have their voices heard on whether they prefer a
sale now at a premium or the value-destroying status quo under the
current Board at the upcoming 2019 Annual Meeting.
Sunil Suri, Managing Partner and
Principal of Bay Capital, commented, "We are perplexed by the
Company's refusal to privately engage in good faith negotiations
with us regarding several proposals we have made over the past six
months to acquire all of the Company's outstanding equity at a
significant premium—a highly compelling value proposition for
stockholders. Even more puzzling is the Company's rationale
that 'it is not in the best interests of BNED and its stockholders
to pursue such proposal because Bay
Capital's proposal 'fails to recognize the value of BNED's digital
transformation strategy to position the business to drive long-term
growth.' BNED's shares have lost 40% of their value since we
delivered our first acquisition offer in early February. It
is certainly not in the best interests of the Company's
stockholders for the Board to continue to abdicate its
responsibilities and fiduciary duties in pursuit of a risky
'digital transformation' while stockholder value deteriorates so
precipitously. Had the Board simply acted in good faith and entered
into discussions with us back in early February around our first
acquisition proposal, BNED's stockholders could have enjoyed a
significant premium to the then-$5.63
share price for their investment by now. Instead, they are now
sitting with a share price in the low-to-mid $3 per share range and a Board that seems more
intent on preserving its own positions than taking steps to
maximize value for its stockholders. The prolonged and
persistent destruction in the Company's share price since our first
proposal is a stinging indictment of the Board and its rationale
for rebuffing our attempts to engage. It is truly unfortunate
that after submitting three separate offers to the Board, each of
which was summarily rejected, we are now also being disenfranchised
and must resort to court action to preserve our rights and the
rights of the Company's stockholders to elect new Board
members."
Mr. Suri continued, "In our letter to the Company on
June 27, 2019, Bay Capital has
proposed to acquire all of the outstanding shares of common stock
of the Company for $4.50 per share in
cash, a premium of more than 35% of the preceding ten day volume
weighted average share price. This offer represents a significant
premium and is an attractive opportunity to lock-in certain value
for stockholders before even more value is squandered under the
current Board's watch. In sum, we believe our proposal is a
far superior alternative to the ongoing value destruction under the
current Board, and we are prepared to both complete our due
diligence and close such a transaction with no financing
contingency within 90 days of being granted access to the
Company."
Mr. Suri concluded, "It's time for BNED's Board to stop blocking
opportunities for its stockholders to maximize the value of their
investment and engage with Bay Capital. We are prepared to
immediately dedicate the necessary resources to quickly negotiate a
definitive merger agreement and consummate a transaction if we can
find a willing partner in BNED. We are deeply concerned for
the sustenance of this power legacy brand and believe that our
fellow shareholders share our concern. We believe
stockholders will agree with our approach to protect and maximize
the value of their investment, and that they will think twice
before entrusting the future of the Company to this Board."
About Bay Capital
Bay Capital Finance, LLC ("Bay Capital") 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.
Investor Contact
Sunil
Suri
(415) 762-8200
Sunil.Suri@Menlocap.com
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.
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SOURCE Bay Capital Finance, LLC