November 15-30, 2003 Edition

Barnes &

Special Committee

to Consider Buyout

NEW YORK, NY/11/07/03—Barnes & Noble Inc. plans to buy all outstanding shares that it does not already own in Barnes & In what executives call a cost cutting and brand-building move, Barnes & would become a privately held subsidiary of the large retail chain, saving the online company about $2 million per year. A special committee of independent directors for Barnes & is considering the offer, which is expected to be completed by February 2004.

Barnes & Noble, Inc. would pay an estimated $115 million for outstanding shares in the online company at $2.50 in cash per share. The special committee has been granted the full authority of the board of directors of Barnes & to evaluate Barnes & Noble’s proposal and any alternative transactions. The committee has retained Dewey Ballantine LLP as its legal counsel.

B&N already currently owns 75 percent of the online book store’s stock, a large portion of which was purchased from Bertelsmann in September.

Barnes & security holders and other interested parties can learn more when Securities and Exchange Commission documents become available on the SEC’s web site: or on Barnes & Noble’s investor relations website at

Barnes & is a leading Internet-based retailer of books, music, DVD/video and online courses. Since opening its online store ( in March 1997, Barnes & has attracted more than 15.8 million customers in 230 countries. Barnes &’s bookstore includes the largest in-stock selection of in-print book titles with access to approximately one million titles for immediate delivery, supplemented by more than 30 million listings from its nationwide network of out-of-print, rare and used book dealers. Barnes & offers its customers fast delivery, easy and secure ordering, and rich editorial content.