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CONTACTS:
Mary Ellen Keating
Corporate Communications
Barnes & Noble, Inc.
(212) 633-3323
mkeating@bn.com

Carolyn J. Brown
Corporate Communications
Barnes & Noble, Inc.
(212) 633-4062
cbrown@bn.com

07/03/2012

Summary Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear In Re Barnes & Noble Stockholder Derivative Litigation

New York, New York – July 3, 2012 – Barnes & Noble, Inc. (NYSE: BKS), the leading retailer of content, digital media and educational products, today issued the following press release:
 
THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE BARNES & NOBLE STOCKHOLDER DERIVATIVE LITIGATION

C.A. No. 4813-CS
 
SUMMARY NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED SETTLEMENT OF DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO:  ALL RECORD AND BENEFICIAL HOLDERS OF SHARES OF THE COMMON STOCK OF BARNES & NOBLE, INC. (“B&N” OR THE “COMPANY”) AT THE CLOSE OF BUSINESS ON JUNE 15, 2012 (THE “RECORD DATE”).
 
YOU ARE HEREBY NOTIFIED that the plaintiff and defendants in the above-captioned derivative lawsuit (the “Action”) have entered into a proposed settlement of the Action (the “Settlement”).
 
PLEASE BE FURTHER ADVISED that pursuant to an Order of the Court of Chancery of the State of Delaware, dated June 15, 2012, a hearing (the “Settlement Hearing”) will be held on September 4, 2012, at 10:00 a.m., before The Honorable Leo E. Strine, Jr., in the Court of Chancery of the State of Delaware, New Castle County Courthouse, 500 North King Street, Wilmington, DE 19801. The purpose of the Settlement Hearing is: (a) to determine whether a Stipulation of Settlement dated June 13, 2012 (the “Stipulation”), and the terms and conditions of the Settlement proposed in the Stipulation, are substantively and procedurally fair, reasonable, adequate and in the best interests of B&N and its shareholders; (b) to determine whether final judgment should be entered dismissing the Action as to all defendants named therein and their related parties with prejudice (the “Judgment”); (c) to hear and determine any objections to the Settlement; (d) if the Court approves the Stipulation and the Settlement and enters the Judgment, to determine whether it should award attorneys’ fees and expenses to plaintiff’s attorneys pursuant to the application described herein; and (e) to hear such other matters as the Court may deem necessary and appropriate.
 
The Action and Settlement address claims alleging that certain directors of B&N breached their fiduciary duties to the Company in causing B&N to purchase Barnes & Noble College Booksellers, Inc. (“B&N College”) from B&N’s Chairman, Leonard Riggio, and his wife, Louise Riggio (the “Transaction”). Each of the Defendants denies and continues to deny all allegations of wrongdoing and denies liability on the claims asserted in the Action.
 
Leonard Riggio and Louise Riggio will effect the settlement for the benefit of B&N by reducing the purchase price of B&N College by $22.75 million and forgoing interest payments that would have been due in connection with the payment of a promissory note in the additional amount of $6,256,250 (together, the “Settlement Consideration”). At or before the Settlement Hearing, Plaintiffs’ counsel intends to apply to the Court for an award equal to the reimbursement of expenses not to exceed $2.4 million plus attorneys’ fees not to exceed 33.3% of the Settlement Consideration after the payment of expenses. The Company, Defendants and Louise Riggio reserve all rights to contest the amount of fees and expenses requested by Plaintiffs’ counsel.
 
If the Settlement is approved, the Action will be dismissed with prejudice and the Defendants and Louise Riggio will be released by Plaintiffs, B&N and its shareholders from all claims that were or could have been alleged in the Action regarding the transactions challenged.
 
ANY INVESTOR WHO OWNS B&N COMMON STOCK AS OF THE RECORD DATE AND WHO WISHES TO CONTEST EITHER THE SETTLEMENT OR THE APPLICATION FOR FEES AND EXPENSES BY PLAINTIFFS’ COUNSEL, MAY DO SO BY FOLLOWING THE PROCEDURE SET FORTH IN THE SECTION TITLED “RIGHT TO APPEAR AT SETTLEMENT HEARING” OF THE NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED SETTLEMENT OF DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR. The Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing and Right to Appear, as well as the Stipulation and the Court’s June 15, 2012 Scheduling Order, are available on B&N’s website at www.barnesandnobleinc.com and on Plaintiffs’ Counsel’s websites at (1) www.gelaw.com; (2) www.chimicles.com; (3) www.ksfcounsel.com; and (4) www.barrack.com.
 
PLEASE DO NOT CONTACT THE COURT.
 
Dated: June 20, 2012
 
BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE



About Barnes & Noble, Inc.
Barnes & Noble, Inc. (NYSE:BKS), the world's largest bookseller and a Fortune 500 company, operates 691 bookstores in 50 states. Barnes & Noble College Booksellers, LLC, a wholly-owned subsidiary of Barnes & Noble, also operates 647 college bookstores serving over 4.6 million students and faculty members at colleges and universities across the United States.  Barnes & Noble conducts its online business through BN.com (www.bn.com), one of the Web's largest e-commerce sites, which also features more than two million titles in its NOOK Bookstore™ (www.bn.com/ebooks). Through Barnes & Noble’s NOOK™ eReading product offering, customers can buy and read digital books and content on the widest range of platforms, including NOOK devices, partner company products, and the most popular mobile and computing devices using free NOOK software. Barnes & Noble is proud to be named a J.D. Power and Associated 2012 Customer Service Champion and is only one of 50 U.S. companies so named.  Barnes & Noble.com is ranked the number one online retailer in customer satisfaction in the book, music and video category and a Top 10 online retailer overall in customer satisfaction according to ForeSee E-Retail Satisfaction Index (Spring Top 100 Edition).
 
General information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate website: www.barnesandnobleinc.com.
 
About NOOK® from Barnes & Noble
Barnes & Noble's NOOK brand of eReading products makes it easy to read what you love, anywhere you like™ with a fun, easy-to-use and immersive digital reading experience. With NOOK, customers gain access to Barnes & Noble's expansive NOOK Store™ of more than 2.5 million digital titles, and the ability to enjoy content across a wide array of popular devices. NOOK Tablet™ is Barnes & Noble’s fastest, lightest tablet with the best in entertainment from top services and everything you want in a tablet at a great value ($199 for NOOK Tablet – 8GB, and $249 for NOOK Tablet – 16GB). Both NOOK Tablet and the award-winning NOOK Color™ ($169) feature a stunning 7-inch VividView™ Color Touchscreen to read all of the content you love, shop popular apps, connect via email, browse the Web and more. NOOK Simple Touch™ ($99) is the fastest, easiest to use reader with the world’s best reading screen and the longest battery life and NOOK Simple Touch with GlowLight™ ($139) features patent-pending lighting technology that makes it perfect for reading at bedtime and on the beach. Barnes & Noble offers NOOK owners Always Free NOOK Support in any of its nearly 700 bookstores, as well as free Wi-Fi® connectivity to enjoy the Read In Store™ feature to read NOOK Books™ for free, and the More In Store™ program, which offers free, exclusive content and special promotions. Barnes & Noble was the first company to offer digital lending for a wide selection of books through its LendMe® technology, available through NOOK eReading products. Find NOOK devices in Barnes & Noble stores and online at www.nook.com, as well as at Best Buy, Walmart, Staples, Target, Radio Shack, Books-A-Million, OfficeMax, Fred Meyer, P.C. Richard & Son stores, Office Depot, Fry’s Electronics, Kmart, hhgregg, Sears and Systemax Inc. retailers.
 
In addition to NOOK devices, Barnes & Noble makes it easy for customers to enjoy any book, anytime, anywhere with its free NOOK Reading Apps™, available at www.nook.com/freenookapps. Customers can use Barnes & Noble's free eReading software to access and read books from their personal Barnes & Noble digital library on devices including iPad™, iPhone®, iPod touch®, Android™ smartphones and tablets, PC and Mac®. Lifetime Library™ helps ensure that Barnes & Noble customers will always be able to access their digital libraries on NOOK products and software-enabled devices and BN.com. Barnes & Noble also offers NOOK Study™ (www.nookstudy.com), an innovative study platform and software solution for higher education, NOOK Kids™ (www.nookkids.com), a collection of digital picture and chapter books for children, and NOOK Books en español™ (http://www.barnesandnoble.com/ebooksenespanol), the first-ever Spanish language digital bookstore in the United States.
 
For more information on NOOK devices and eReading software, updates, new NOOK Book releases, Free Friday™ NOOK Books and more, follow us on www.twitter.com/nookBN and www.facebook.com/nook.