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Barnes & Noble

(BKS) - Get Barnes & Noble, Inc. Report

said late Thursday it's received an acquisition proposal from

Liberty Media


that values its shares at $17 each in cash.

The world's largest bookseller said the special committee of its board, as well as its financial advisors, plan to evaluate the deal, which values Barnes & Noble at around $1 billion. The per share consideration represents a premium of 54% to the stock's 50-day moving average of $11.03, and a premium of 30% to its 200-day moving average of $13.03.

Barnes & Noble said the proposal is subject to a number of conditions, such as regulatory and shareholder approvals and financing, and is contingent on "the participation of founding chairman Leonard Riggio, both in terms of his continuing equity ownership and his continuing role in management."

Barnes & Noble began exploring its strategic options in August. Liberty Media's offer comes just as the playing field for Barnes & Noble has thinned considerably with the bankruptcy filing of main U.S. rival

Borders Group

back in February, a move that was quickly accompanied by the closing of more than 200 underperforming Borders locations.

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The rise of the e-book is pressuring brick-and-mortar book retailers but Barnes & Noble has had some success with its Nook e-reader, which it recently moved to present as a tablet, rather than only a dedicated e-reading device in hopes of eroding some of the first-mover advantage enjoyed by

(AMZN) - Get, Inc. Report

and its Kindle device.

Barnes & Noble reported its fiscal third-quarter results on Feb. 22, posting earnings of $60.6 million, or $1 per share, on revenue of $2.3 billion with same-store sales rising 7.3%. But the company also suspended its dividend at that time and didn't provide an outlook for its fiscal fourth quarter ended in April. The current average estimate of analysts polled by

Thomson Reuters

calls for a loss of 98 cents a share on revenue of $1.4 billion.


Written by Michael Baron in New York.

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Michael Baron


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