Investor Richard Scarantino filed suit in a Delaware Federal Court against Barnes & Noble, seeking class action status on behalf of stockholders, arguing that the company’s tender offer solicitation “omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.” From a Google search, filing lawsuits just like this one is the primary activity for which Scarantino is known. In particular, he charges that the statement left out “material information regarding the company’s financial projections” for the future. As well, he alleges it left out certain details about the financial analyses performed by financial […]
Finance
Investor Sues Barnes & Noble Education Over Blocked Board Nominations, Rejected Buyout Offers
Barnes & Noble Education, which has worked hard to perform even more poorly than the Barnes & Noble retail operation since the two split apart almost 4 years ago, now finds itself the focus of its own strange potential sale. Bay Capital Finance, which appears to be focused on real estate development, says it has been trying trying to acquire the company outright since earlier this year. On Monday, they filed suit in Delaware’s Chancery Court, asking for their nominations of five independent directors to the BNED board to be put before shareholders at the annual meeting. Bay Capital says […]
Abandoned Fox 2000 Team Resurrected By HarperCollins and Sony Pictures
The Fox 2000 team headed by Elizabeth Gabler produced numerous successful book-to-film adaptations over the years, but when Fox was sold to Disney the division was abruptly disbanded earlier this year. Now, the unit’s one-time corporate sibling HarperCollins is joining with Sony Pictures to bring back that production team, including includes Erin Siminoff, Marisa Paiva, Nikki Ramey, and Molly Saffron in a new production company opening for business later this summer on Sony’s Culver City lot. Sony and HarperCollins are co-funding the business, and Sony has a first look deal but the partnership “contemplates that Gabler and her team may […]
Quad’s Request For Speed Is Denied, Antitrust Trial Set for November
Judge Charles R. Norgle denied Quad’s request for an expedited trial in the DOJ’s antitrust lawsuit against the company’s planned merger with rival printer LSC. Instead, Norgle only slightly modified the Department of Justice’s proposed schedule, setting November 14 as the trial’s start date. That could be delayed, however, as he noted that “there are multiple criminal cases involving incarcerated defendants scheduled for jury trial during the fall of 2019; in the events of a scheduling conflict, these criminal trials may take priority over the bench trial in this matter.” Quad had asked the court to schedule the trial in […]
Why Barnes & Noble Didn’t Accept Readerlink’s Higher Bid
Barnes & Noble has issued a formal tender offer to shareholders as part of the proposed acquisition by Elliott Advisors for $6.50 a share. The offer, which requires approval by a majority of shareholders, expires on August 6. Within the documents, it is estimated that the deal will cost approximately $745 million in toto, to purchase the shares outstanding (roughly $490 million), take over and refinance the debt, and pay other fees and expenses. A substantial part of the document explains in detail why the board has recommended shareholders accept the offer. That includes a long and complicated chronicling of […]
Corporate: Wiley Buys Zyante for $56 Million, Lightning Source Expands, John Oliver On Amazon’s Warehouses
Wiley announced they are acquiring Zyante, a provider of computer science and STEM education courseware, for $56 million in cash. Founded in 2012, Zyante’s zyBooks platform has served over 500,000 students across 500 institutions. The company was expecting sales of $14 million in 2019, which would be a 37% increase over 2018 (or sales of about $10.2 million). Wiley says the new platform “will become an essential component of Wiley’s differentiated digital learning experience” and along with and, when combined with their May acquisition of Knewton “will power lower-cost, higher-impact education across Wiley’s education business.” Separately, the Tennessee governor’s office announced […]