The proposal came from activist investor Sandell Asset Management, with a potential deal offer of $US750 million, including debt.
There are multiple hurdles to overcome if the proposal is to work, including arranging $US500 million in debt financing.
Chairman Leonard Riggio, who owns 18% of the company, has said he opposes the deal, according to the WSJ.
Sandell said it doesn’t have the financing in place or agreements with other investors, but thinks it could arrange both.
Barnes and Noble is down 34.51% this year including the post-proposal bump.
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