Nook Media, LLC, a subsidiary of Barnes & Noble, Inc. (NYSE: BKS),
the leading retailer of content, digital media and educational products,
today announced that Pearson (NYSE: PSO), the world's leading learning
company, has agreed to make a strategic investment in NOOK Media, LLC.
Pearson has agreed to invest $89.5 million in cash in NOOK Media, LLC at
a post-money valuation of approximately $1.789 billion in exchange for
preferred membership interests representing 5% equity stake.
Following the closing of the transaction, Barnes & Noble will now own
approximately 78.2% of the NOOK Media subsidiary and Microsoft, which
also holds preferred membership interests, will own approximately 16.8%.
Subject to certain conditions, Pearson will earn the option to purchase
up to an additional five percent ownership in NOOK Media.
Pearson's strategic investment in NOOK Media will accelerate customer
access to digital content by pairing its leading expertise in online
learning with NOOK Media's expertise in online distribution and customer
service. This will facilitate improved discovery of available digital
content and services, as well as seamless access.
"We formed NOOK Media to be a leader in the exploding market for digital
content," said William Lynch, Chief Executive Officer of Barnes & Noble,
Inc. "Pearson is a forward thinking company similarly focused on reading
and learning, with powerful assets and a terrific management team. We
welcome their partnership in NOOK Media, and look forward to working
with them and Microsoft to deliver great digital experiences for our
shared customers."
Will Ethridge, Chief Executive Officer of Pearson North America, said,
"Pearson and Barnes & Noble have been valued partners for decades, and
in recent years both have invested heavily and imaginatively to provide
engaging and effective digital reading and learning experiences. This
new agreement extends our partnership and deepens our commitment to
provide better, easier experiences for our customers. With this
investment we have entered into a commercial agreement with NOOK Media
that will allow our two companies to work closely together in order to
create a more seamless and effective experience for students. It is
another example of our strategy of making our content and services
broadly available to students and faculty through a wide range of
distribution partners."



