Barnes & Noble Issues Response to Sandell Proposal

Barnes & Noble, Inc. (NYSE: BKS) today issued a response to a Sandell Asset Management proposal that was published today in the Wall Street Journal.

Sandell proposed a transaction to take Barnes & Noble private for approximately $650 million. Sandell‘s proposal would require debt financing of $500 million and require shareholders, including Chairman Leonard Riggio, who owns an 18% stake, to roll their shares over into a new private entity controlled by Sandell.

The Company does not take Sandell’s proposal as bona fide in that Sandell is the beneficial owner of 1 million common Barnes & Noble shares worth approximately $7 million, Mr. Riggio has no intention of rolling his shares into such a transaction, and the Company believes a debt financing of $500 million is highly unlikely.

The Company will make no further comments on the matter.

About Barnes & Noble, Inc.

Barnes & Noble, Inc. (NYSE:BKS) is the nation's largest retail bookseller, and a leading retailer of content, digital media and educational products. The Company operates 632 Barnes & Noble bookstores in 50 states, and one of the Web's premier e-commerce sites, BN.com (www.bn.com). The Nook Digital business offers a lineup of popular NOOK® tablets and eReaders and an expansive collection of digital reading and entertainment content through the NOOK Store®. The NOOK Store features more than 4.5 million digital books in the US (www.nook.com), plus periodicals and comics, and offers the ability to enjoy content across a wide array of popular devices through Free NOOK Reading Apps™ available for Android™, iOS® and Windows®.

General information on Barnes & Noble, Inc. can be obtained by visiting the Company's corporate website at www.barnesandnobleinc.com.

BKS - Financial

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Media:Barnes & Noble, Inc.Mary Ellen Keating, 212-633-3323Senior Vice PresidentCorporate [e-mail]:Barnes & Noble, Inc.Andy Milevoj, 212-633-3489Vice PresidentInvestor Relations and Corporate [e-mail]