This Amendment No. 1 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
filed by Barnes & Noble, Inc. (the
Company
) with the United States Securities and Exchange Commission (the
SEC
) on July 9, 2019 (as amended and supplemented from time to time, and including the documents annexed thereto or incorporated therein, the
Schedule
14D-9
). The
Schedule 14D-9
relates to the tender offer by Chapters Merger Sub Inc., a Delaware corporation (
Offeror
) and a wholly owned subsidiary of Chapters Holdco Inc., a Delaware
corporation (
Parent
), which is controlled by Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership, to purchase, subject to certain conditions, including
the satisfaction of the Minimum Condition, all of the outstanding shares of common stock, par value $0.001 per share, of the Company at a purchase price of $6.50 per share, net to the holder thereof in cash, net of applicable withholding taxes and
without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 9, 2019 (as it may be amended or supplemented from time to time, the
Offer to Purchase
), and in the related Letter
of Transmittal (as it may be amended or supplemented from time to time, the
Letter of Transmittal
which, together with the Offer to Purchase, constitutes the
Offer
). The Offer is described in a Tender Offer
Statement on Schedule TO filed with SEC on July 9, 2019 by the Offeror and Parent (together with any amendments and supplements thereto, the
Schedule TO
).
Except as otherwise set forth below, the information set forth in the Schedule
14D-9
remains
unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule
14D-9.
Item
|
8.
Additional Information.
|
Item 8 of the Schedule
14D-9
is hereby amended and supplemented by adding the following text to the
end of the last paragraph under the heading Antitrust Compliance:
The 15 calendar day waiting period under the HSR Act has expired,
effective July 10, 2019 at 11:59 p.m., Eastern Time. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. The Offer continues to be subject to the remaining terms
and conditions set forth in the Schedule TO.
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