Barnes & Noble Education adopts short-term stockholder rights plan

Barnes & Noble Education announced that its board of directors has approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of the company’s common stock. The rights will be exercisable only if a person or group acquires 10% or more of the company’s outstanding common stock, subject to certain exceptions. Each right will entitle stockholders to buy one one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $5.00. If a person or group acquires 10% of the company’s outstanding common stock, each right will entitle its holder to purchase for $5.00, a number of company common shares having a market value of twice such price. In addition, at any time after a person or group acquires 10% of the company’s outstanding common stock, the company’s board may exchange one share of the company’s common stock for each outstanding right. Prior to the acquisition by a person or group of beneficial ownership of 10% of the company’s common stock, the rights are redeemable for one cent per right at the option of the board. The dividend distribution will be made on April 29, payable to stockholders on that date and is not taxable to stockholders. The rights will expire on January 31, 2025, unless the rights are earlier redeemed or exchanged.