Exhibit 99.1
FOR IMMEDIATE RELEASE
Media Contact: Investor Contact:
------------- -----------------
Mary Ellen Keating Joseph J. Lombardi
Senior Vice President Chief Financial Officer
Corporate Communications Barnes & Noble, Inc.
Barnes & Noble, Inc. (212) 633-3215
(212) 633-3323
Gerd Koslowski
Vice President
Corporate Communications
DirectGroup Bertelsmann
+49-5241-80-41555
gerd.koslowski@bertelsmann.de
BARNES & NOBLE, INC. TO ACQUIRE BERTELSMANN'S INTEREST
IN BARNES & NOBLE.COM
New York, NY (July 29, 2003)--Barnes & Noble, Inc. (NYSE: BKS), the world's
largest bookseller, today announced that it has reached an agreement with
DirectGroup Bertelsmann, the direct-to-customer division of German-based media
company Bertelsmann AG, to acquire all of Bertelsmann's interest in Barnes &
Noble.com (NASDAQ: BNBN) (http://www.bn.com) for $164 million in a combination
of cash and notes, equivalent to $2.80 per share or LLC Membership Unit. The
transaction is subject to certain closing conditions and is expected to close
within 45 days.
"We sincerely thank our partners at Bertelsmann for their many contributions to
Barnes & Noble.com," said Leonard Riggio, chairman of Barnes & Noble, Inc.
"Their support was instrumental in our creating one of the world's leading
e-commerce sites, and one of the world's best bookselling operations online. We
look forward to working with the Bertelsmann organization and their subsidiaries
in the future, given their standing as the largest consumer book publisher in
America."
"Selling our shares in Barnes & Noble.com is in line with DirectGroup's
strategy, as communicated in September 2002, to exit all media e-commerce
businesses and focus on our worldwide book and music clubs," said Ewald
Walgenbach, chief executive officer of DirectGroup Bertelsmann. "We sincerely
thank Barnes & Noble for a very successful partnership in building one of the
top e-commerce sites in the United States."
- more -
- 2 -
Barnes & Noble, Inc. expects this transaction to reduce estimates for earnings
per share (EPS) by approximately $0.11 for the balance of the fiscal year,
ending January 31, 2004. "Barnes & Noble.com remains on track to produce
positive EBITDA for the fourth quarter of this year and positive EBITDA for the
full year of 2004," added Mr. Riggio.
ABOUT BARNES & NOBLE, INC.
Barnes & Noble, Inc. (NYSE: BKS) is the world's largest bookseller, operating
630 Barnes & Noble stores in 49 states. It also operates 245 B. Dalton
Bookseller stores, primarily in regional shopping malls. The company offers
titles from more than 50,000 publisher imprints, including thousands of small,
independent publishers and university presses. It conducts its e-commerce
business through Barnes & Noble.com (NASDAQ: BNBN) (http://www.bn.com).
Barnes & Noble also has approximately a 60% interest in GameStop (NYSE: GME),
the nation's largest video game and entertainment software specialty retailer
with 1,309 stores.
General financial information on Barnes & Noble, Inc. can be obtained via the
Internet by visiting the company's corporate Web site:
http://www.barnesandnobleinc.com/financials.
ABOUT DIRECTGROUP BERTELSMANN
DirectGroup Bertelsmann integrates Bertelsmann's global media direct-to-customer
businesses. Roughly 35 million customer relationships secure DirectGroup's
position among the largest enterprises in media commerce. Cornerstone of this
success are the book and music clubs in 20 countries incorporating strong brands
like France Loisirs (France), Book-of-the-Month-Club (USA), Der Club (Germany),
Circulo de Lectores (Spain) or BeMusic (USA). Members have access to the clubs'
product range via catalogue, Internet or one of the more than 600 worldwide club
shops. Since August 2002 DirectGroup is headed by Ewald Walgenbach. DirectGroup
Bertelsmann is a division of German-based Bertelsmann AG. In fiscal 2002
DirectGroup made (euro) 2.7 billion in revenues with more than 12,000 employees
worldwide.
SAFE HARBOR
This press release contains "forward-looking statements." Barnes & Noble is
including this statement for the express purpose of availing itself of the
protections of the safe harbor provided by the Private Securities Litigation
Reform Act of 1995 with respect to all such forward-looking statements. These
forward-looking statements are based on currently available information and
represent the beliefs of the management of the company. These statements are
subject to risks and uncertainties that could cause actual results to differ
materially. These risks include, but are not limited to, general economic and
market conditions, decreased consumer demand for the company's products,
possible disruptions in the company's computer or telephone systems, possible
work stoppages or increases in labor costs, possible increases in shipping rates
or interruptions in shipping service, effects of competition, possible
- more -
- 3 -
disruptions or delays in the opening of new stores or the inability to obtain
suitable sites for new stores, higher than anticipated store closing or
relocation costs, higher interest rates, the performance of the company's online
and other initiatives, the successful integration of acquired businesses,
unanticipated increases in merchandise or occupancy costs, unanticipated adverse
litigation results or effects, product shortages, and other factors which may be
outside of the company's control. Please refer to the company's annual,
quarterly and periodic reports on file with the SEC for a more detailed
discussion of these and other risks that could cause results to differ
materially.
# # #