FOR IMMEDIATE RELEASE
CONTACTS:
Gus Carlson Marie Toulantis Shelley Young
Vice President Chief Financial Officer Director
Corporate Communications Barnes & Noble.com Investor Relations
Barnes & Noble.com 212-414-6007 Barnes & Noble.com
212-414-6014 mtoulantis@book.com 212-414-6016
gcarlson@book.com syoung@book.com
BARNES & NOBLE.COM COMPLETES ACQUISITION OF
FATBRAIN.COM BY MERGER
NEW YORK, November 16, 2000 - Shareholders of Barnes & Noble.com Inc. (Nasdaq:
BNBN) (www.bn.com) and Fatbrain.com, Inc. (Nasdaq: FATB) (www.fatbrain.com) have
approved the merger agreement between the companies and the merger has been
completed.
Under the terms of the transaction, Fatbrain.com shareholders are entitled to
receive $1.0625 in cash and .8557 shares of Barnes & Noble.com Class A common
stock for each share of Fatbrain.com stock they own. Fatbrain.com will be
operated as a wholly owned subsidiary of Barnes & Noble.com llc, and will cease
to be a separate publicly-traded company. The deal is valued at $61.7 million.
Fatbrain.com's senior management, including its president and chief executive
officer, Dennis Capovilla, and executive vice president of Product Development,
Kim Orumchian, will continue in their current positions, and the company will
remain headquartered in Santa Clara, Calif.
Fatbrain.com's Web-based services reach more than 3.5 million employee desktops
at almost 350 Fortune 1000 companies worldwide. The company's Information
Exchange offering is a comprehensive Web-based method to catalogue, present and
distribute corporate materials, ranging from third- party published works such
as books and training materials to a company's own publishable content. There
are more than 500 individual Fatbrain.com co- branded online bookstores and
information resource centers, most of which are accessed via the sponsoring
organization's corporate intranet.
"We are pleased that the shareholders of both Barnes & Noble.com and
Fatbrain.com have given their support to the merging of our companies," said
Steve Riggio, vice chairman of Barnes & Noble.com. "We believe that
Fatbrain.com's strategic focus and capabilities will contribute significantly to
Barnes & Noble.com's growth."
With the acquisition, Barnes & Noble.com will own approximately 50 percent of
MightyWords, formerly a subsidiary of Fatbrain.com and a leading provider of
digital content. In June Barnes & Noble.com invested approximately $20 million
for a 30 percent equity stake in MightyWords.
About Fatbrain.com Fatbrain.com(tm) helps organizations capitalize on business
information and professionally published materials by streamlining its
management and distribution, enabling delivery in digital and/or hardcopy format
directly use, comprehensive Information Exchange service offering allows
organizations to easily publish and offer access to professional and business
materials when, where and how the recipient wants it via an online information
resource center. Today, the company's Web-based information management services
reach more than 3.5 million desktops at almost 350 of the Fortune 1000
corporations worldwide. Visit Fatbrain.com on the Web at
http://www.fatbrain.com. About Barnes & Noble.com Barnes & Noble.com is an
Internet commerce company offering a comprehensive range of books and related
information products. With more than five million unique visitors per month to
its Web site, the company has the largest audience reach of any brick and mortar
company with an Internet presence. It stocks the largest in-stock selection of
in-print book titles, supplemented by more than 12 million listings from its
nationwide network of out-of-print, rare and used book dealers. Its college
textbook store offers a vast selection of new and used textbooks and its
recently introduced eBookStore has established the company as a leader in the
delivery of digital content and intellectual property.
Barnes & Noble.com's excellence in e-commerce extends to the music business,
where it was cited by Forbes.com as the No. 1 music site on the Web, for being
"best-of-class for anyone who wants to learn about the music they're buying."
The company's product ranges now include a full complement of information
products, including DVD, video, software and PC games.
The company's focus on information products is manifest in its recently launched
Barnes & Noble University, a distance learning forum offering free classes.
Ranging from "Introduction to Programming" to "Introduction to XML" to "The
Night Sky: An Introduction to Astronomy"" to "Walking through Shakespeare,"
Barnes & Noble University has quickly established itself as a leading Internet
hub for learning and community.
SAFE HARBOR
This release may contain forward-looking statements regarding expectations of
the companies. These statements are based on the beliefs of the management of
the companies as well as assumptions made by and information currently available
to the management of the companies. Such statements reflect the current views of
the companies with respect to future events, the outcome of which is subject to
certain risks, including among others general economic and market conditions,
changes in product demand, the growth rate of Internet usage and e-commerce,
possible disruptions in the companies' computer or telephone systems, possible
increases in shipping rates or interruptions in shipping service, effects of
competition, the level and volatility of interest rates, changes in tax and
other governmental rules and regulations applicable to the companies, the
successful integration of acquired businesses and other factors, risks and
uncertainties more specifically set forth in the companies' public filings with
the Securities and Exchange Commission. The forward-looking statements herein
speak only as of the date of this release. The companies expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward- looking statement included in this release to reflect any changes in
the companies' expectations or any changes in events, conditions, or
circumstances on which any such statement is based. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may vary materially from those described
herein.
Fatbrain.com is a trademark of Fatbrain.com, Inc. All company and product names
may be trademarks of the respective companies with which they are associated.