NEW YORK Barnes & Noble Inc (BKS.N) Chairman Leonard Riggio sought to assure company shareholders that any possible sale of the U.S. book seller would be conducted with their benefit in mind.
The largest U.S. bookstore chain put itself up for sale in August, as business has suffered in the shift toward digital books. At the time, Barnes & Noble said company founder and top shareholder Riggio was considering bidding for the company as part of a larger investor group.
At that time it also formed a special committee of four independent directors to consider all options for increasing shareholder value.
In a securities filing on Wednesday, Barnes & Noble said Riggio agreed with the board that he would not form a group to acquire the company, or discuss forming such a group, without the committee's consent.
Riggio, who has a 29.8 percent stake in the company as of October 19, said he is "absolutely committed" to see the sale process through and that he will "fully support" a process that maximizes value for shareholders. He said that included ensuring that if the company gets sold, it gets sold to the highest bidder able to consummate a deal in a timely manner.
He also said that if an interested investor or group of investors wants him to be part of a group, he would consider participating. But he said he would not team up with anyone else to make a bid for the company, other than through the committee process, in order to assure an even playing field.
Last month, Riggio narrowly defeated an attempt by dissident investor Ron Burkle to join its board, ending a bitter proxy war between the two billionaires and clearing a major obstacle to the company's pursuit of a sale.
Burkle, who has accused Riggio of running the chain for his personal benefit and leaving it ill-prepared for a shift to electronic books, has urged Riggio to conduct a transparent auction that would deliver the best possible outcome for investors.
Barnes & Noble shares fell 30 cents, or almost 2 percent, to $15.05 on the New York Stock Exchange in early afternoon trade.
(Reporting by Martinne Geller; Editing by Robert MacMillan and Richard Chang)