US bookseller Barnes & Noble has been acquired by Elliott Advisors (UK) for $6.50 per share in an all-cash transaction, worth approximately $683m.
Elliott acquired Waterstones, the largest retail bookseller in the UK, in June last year.
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After the completion of the transaction, Waterstones CEO James Daunt will assume the role of Barnes & Noble CEO and will be based in New York.
The $6.50 per share represents a 43% premium to the 10-day volume weighted average closing share price of Barnes & Noble’s common stock ended 5 June 2019.
The acquisition follows a strategic alternative review by the special committee of the Barnes & Noble board of directors, which unanimously approved the transaction.
Subject to customary closing conditions, including regulatory and stockholder approval, the transaction is expected to close in the third quarter of 2019.
The merger agreement provides for the acquisition to be consummated through a merger structure. The parties expect to amend the agreement to utilise a tender offer structure, which is expected to reduce the time to closing by a number of weeks.
Evercore is acting as financial advisor and Baker Botts is acting as legal advisor to the special committee of Barnes & Noble.
Guggenheim Securities is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison is acting as legal advisor to the board of directors of Barnes & Noble.
Credit Suisse Securities is acting as financial advisor and Debevoise & Plimpton is acting as legal advisor to Elliott.
Law firm Rowley Law said that it is investigating potential claims against Barnes & Noble and its board of directors for breach of fiduciary duty concerning the proposed acquisition of the company by Elliott Advisors.
