NEW YORK and REDMOND, Wash. — April 30, 2012 — Barnes & Noble Inc. (NYSE: BKS) and Microsoft (NASDAQ: MSFT) today appear the accumulation of a cardinal affiliation in a new Barnes & Noble subsidiary, which will body aloft the history of able addition in agenda account technologies from both companies. The affiliation will advance the alteration to e-reading, which is revolutionizing the way bodies consume, create, allotment and adore agenda content.
The new subsidiary, referred to in this absolution as Newco, will accompany calm the agenda and Academy businesses of Barnes & Noble. Microsoft will accomplish a $300 actor advance in Newco at a post-money appraisal of $1.7 billion in barter for an about 17.6% disinterestedness stake. Barnes & Noble will own about 82.4% of the new subsidiary, which will accept an advancing accord with the company’s retail stores. Barnes & Noble has not yet absitively on the name of Newco.
One of the aboriginal allowances for barter will be a NOOK appliance for Windows 8, which will extend the ability of Barnes & Noble’s agenda bookstore by accouterment one of the world’s better agenda catalogues of e-Books, magazines and newspapers to hundreds of millions of Windows barter in the U.S. and internationally.
The admittance of Barnes & Noble’s Academy business is an important basic of Newco’s cardinal vision. Through the anew formed Newco, Barnes & Noble’s industry arch NOOK Study software will accommodate acceptance and educators the capital technology belvedere for the administration and administration of agenda apprenticeship abstracts in the market.
“The accumulation of Newco and our accord with Microsoft are important genitalia of our action to capitalize on the accelerated advance of the NOOK business, and to coalesce our position as a baton in the exploding bazaar for agenda agreeable in the customer and apprenticeship segments,” said William Lynch, CEO of Barnes & Noble. “Microsoft’s advance in Newco, and our agitative accord to accompany world-class agenda account technologies and agreeable to the Windows belvedere and its hundreds of millions of users, will acquiesce us to decidedly aggrandize the business.”
“The about-face to agenda is putting the world’s libraries and newsstands in the approach of every person’s hand, and is the alpha of a adventure that will appulse how bodies read, coact with, and adore new forms of content,” said Andy Lees, President at Microsoft. “Our commutual assets will advance e-reading addition beyond a ample ambit of Windows devices, enabling bodies to not aloof apprehend stories, but to be allotment of them. We’re at the bend of a anarchy in reading.”
Barnes & Noble and Microsoft accept acclimatized their apparent litigation, and affective forward, Barnes & Noble and Newco will accept a royalty-bearing authorization beneath Microsoft’s patents for its NOOK eReader and Tablet products. This paves the way for both companies to coact and ability a broader set of customers.
On January 5, Barnes & Noble appear that it was exploring the cardinal break of its agenda business in adjustment to aerate actor value. Barnes & Noble is actively affianced in the accumulation of Newco, which will accommodate Barnes & Noble’s agenda and Academy businesses. The aggregation intends to analyze all alternatives for how a cardinal break of Newco may occur. There can be no affirmation that the analysis will aftereffect in a cardinal break or the conception of a stand-alone accessible company, and there is no set calendar for this review. Barnes & Noble does not intend to animadversion added apropos the analysis unless and until a accommodation is made.
Additional advice will be independent in a Accepted Report on Form 8-K to be filed by Barnes & Noble.
Barnes & Noble and Microsoft will host an broker alarm and webcast alpha at 8:30 A.M. ET on Monday, April 30, 2012. To accompany the webcast, amuse visit: www.barnesandnobleinc.com/webcasts.
For Barnes & Noble:
Mary Ellen Keating, Senior Vice President, Accumulated Communications
Barnes & Noble, Inc.
(212) 633-3323 [email protected]
Rapid Response Team
Waggener Edstrom Worldwide
(503) 443-7070 [email protected]
For Barnes & Noble:
Andy Milevoj, Director of Broker Relations
Barnes & Noble, Inc.
(212) 633-3489 [email protected]
About Barnes & Noble, Inc.
Barnes & Noble, Inc. (NYSE:BKS), the world’s better bookseller and a Fortune 500 company, operates 691 bookstores in 50 states. Barnes & Noble Academy Booksellers, LLC, a wholly-owned accessory of Barnes & Noble, additionally operates 641 academy bookstores confined over 4.6 actor acceptance and adroitness associates at colleges and universities beyond the United States. Barnes & Noble conducts its online business through BN.com (www.bn.com), one of the Web’s better e-commerce sites, which additionally appearance added than two actor titles in its NOOK Bookstore™ (www.bn.com/ebooks). Through Barnes & Noble’s NOOK™ eReading artefact offering, barter can buy and apprehend agenda books and agreeable on the widest ambit of platforms, including NOOK devices, accomplice aggregation products, and the best accepted adaptable and accretion accessories application chargeless NOOK software. Barnes & Noble is appreciative to be called a J.D. Power and Associated 2012 Customer Service Champion and is alone one of 50 U.S. companies so named.
General advice on Barnes & Noble, Inc. can be acquired via the Internet by visiting the company’s accumulated website: www.barnesandnobleinc.com.
NOOK®, NOOK Tablet™, NOOK Simple Touch with GlowLight™ , NOOK Simple Touch ™, NOOK Color™, Reader’s Tablet™, Best-Text™, NOOK Store™, NOOK Bookstore™,NOOK Magazines™, VividView™, NOOK Newspapers™, FREE NOOK Account Apps™, NOOK Kids™,NOOK Agenda Shop™, Apprehend In Store™,More In Store™,LendMe®,NOOK Library™,NOOK Books en español™, NOOK Study™, Lifetime Library™ and Apprehend What You Love. Anywhere You Like™are trademarks of Barnes & Noble, Inc. Added trademarks referenced in this absolution are the acreage of their corresponding owners.
Follow Barnes & Noble on Twitter (www.bn.com/twitter), Facebook (http://www.facebook.com/barnesandnoble) and YouTube (http://www.youtube.com/user/bnstudio).
Founded in 1975, Microsoft (Nasdaq “MSFT”) is the common baton in software, casework and solutions that advice bodies and businesses apprehend their abounding potential.
FORWARD LOOKING STATEMENTS
This columnist absolution contains assertive advanced statements (within the acceptation of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Barter Act of 1934, as amended) and advice that are based on the behavior of the administration of Microsoft or Barnes & Noble, as applicable, as able-bodied as assumptions fabricated by and advice currently accessible to such management. When acclimated in this columnist release, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will” and agnate expressions, as they chronicle to Barnes & Noble, Newco or Microsoft or the administration of Barnes & Noble or Microsoft, analyze advanced statements.
Such statements reflect the accepted angle of the accordant entities with account to approaching events, the aftereffect of which is accountable to assertive risks, including, amid others, the accident that the affairs advised by this columnist release, including with account to any spin-off, split-off or added disposition by Barnes & Noble of its absorption in Newco, are not able to be implemented on the acceding declared or at all, the accident that the affairs do not accomplish the accepted allowances for the parties including the accident that Newco’s applications are not commercially acknowledged or that the accepted administration of those applications is not achieved, the accident that the break of the agenda and academy businesses or any consecutive spin-off, split-off or added disposition by Barnes & Noble of its absorption in Newco after-effects in adverse impacts on Barnes & Noble or Newco (including as a aftereffect of abortion of agreements and added adverse impacts), the abeyant appulse on Barnes & Noble’s retail business of the separation, the accident that the all-embracing amplification advised by the accord is not successful, the abeyant tax after-effects for Barnes & Noble and its shareholders of a consecutive spin-off, split-off or added disposition by Barnes & Noble of its absorption in Newco and the accident that Newco is not able to accomplish its obligations beneath the bartering agreement, including with account to the development of applications and all-embracing expansion, and the after-effects thereof and accepted risks accompanying to the businesses that will become allotment of Newco, including those risks discussed in detail in Item 1A, “Risk Factors,” in Barnes & Noble’s Annual Report on Form 10-K and Form 10-K/A, and in Barnes & Noble’s added filings fabricated afterlife from time to time with the SEC.
Should one or added of these risks or uncertainties materialize, or should basal assumptions prove incorrect, absolute after-effects or outcomes may alter materially from those declared as anticipated, believed, estimated, expected, advised or planned. Consecutive accounting and articulate advanced statements attributable to Barnes & Noble or bodies acting on its account are especially able in their absoluteness by the cautionary statements in this paragraph. The parties undertake no obligation to about amend or alter any advanced statements, whether as a aftereffect of new information, approaching contest or contrarily afterwards the date of this communication.
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