According to the Complaint, Barnes & Noble, Inc. is the nation’s largest retail bookseller, and a leading retailer of content, digital media, and educational products.

This action stems from a proposed transaction announced on June 7, 2019, pursuant to which Barnes & Noble, Inc. will be acquired by affiliates of Elliott Advisors (UK) Limited, Chapters HoldCo Inc.

On June 6, 2019, Barnes & Noble’s Board of Directors caused the Company to enter into an agreement and plan of merger with Chapters. Pursuant to the terms of the Merger Agreement, Barnes & Noble’s stockholders will receive $6.50 in cash for each share of Barnes & Noble common stock they own.

On July 9, 2019, Defendants filed a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction.

The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed
Transaction, which renders the Solicitation Statement false and misleading.

This case was voluntarily dismissed on July 29, 2019.