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Liberty Invests $204 Million in Barnes & Noble

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Aug 22 – Aug 28, 2011 Edition Liberty Invests $204 Million in Barnes & Noble

New York, NY/AUTHORLINK NEWS/August 22, 2011–Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller, late last week announced that John Malone’s Liberty Media Corp. has invested $204 million in the Company, after having unsuccessfully shopped for a buyer last year.

The investment ends negotiations between the two companies over a sale. Liberty earlier offered $17 a share for 70% of the bookseller, said to be valued at $1 billion.

Leonard Riggio, Chairman of Barnes & Noble said, “We could not have found a better strategic investor than Liberty Media. Their investment is a strong endorsement of our overall business and the additional capital will further fuel the explosive growth of our digital strategy.”

“We are excited about Barnes & Noble’s prospects as the leading bookseller in the U.S. and its growth opportunities in the digital world,” said Greg Maffei, Liberty Media’s President and CEO. “This investment provides Barnes & Noble with capital to grow its business on terms that are attractive for both parties and allows us to play a meaningful role in shaping their success to generate returns for our shareholders and theirs.”

Following expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Liberty will be entitled to elect two nominees to the Company’s board of directors. Barnes & Noble has agreed to expand its board to eleven members and both parties have agreed that Liberty’s two nominees to the Company’s board of directors will be Gregory B. Maffei, President and Chief Executive Officer of Liberty and Mark D. Carleton, Senior Vice President of Liberty.

The convertible preferred stock will also be entitled to vote on matters submitted to the Company’s shareholders on an as-converted basis following the later of the expiration of the waiting period and the completion of the Company’s 2011 annual meeting of shareholders. The deal will dilute shareholders’ stock but offers company capital at a time when it faces competitors such as Amazon.com, Google and Apple.

The Company will file the investment agreement and associated terms of the preferred stock on a Current Report on Form 8-K to which investors should refer for additional detail on the terms of the preferred stock and the investment.

Barnes & Noble, Inc. (NYSE:BKS), the world’s largest bookseller and a Fortune 500 company, operates 705 bookstores in 50 states. Barnes & Noble College Booksellers, LLC, a wholly-owned subsidiary of Barnes & Noble, also operates 636 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 Barnes & Noble.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(TM) (www.bn.com/ebooks). Through Barnes & Noble’s NOOK(TM) eReading product offering, customers can buy and read eBooks on the widest range of platforms, including NOOK eBook Readers, devices from partner companies, and hundreds of the most popular mobile and computing devices using free NOOK software.