Liberty Media is offering US$17 a share in cash, which values the company at close to $1 billion. Confirming the proposal, Liberty Media said the deal will see it take a stake of about 70 percent in the struggling bookseller.
Its proposal to acquire Barnes & Noble is contingent on the participation of founding chairman Leonard Riggio, both as a manager and shareholder of the company.
Barnes & Noble said in August 2010 that its Board of Directors intended to evaluate a number of alternatives for the company, including a possible sale, after it concluded that its shares were significantly undervalued.
The company's brick and mortar bookstore business has been struggling along with that of competitors. Borders Group filed for Chapter 11 bankruptcy protection in February.
Barnes & Noble is pushing into the digital space with its Nook e-book reader, a new version of which is expected to be announced on May 24.
It added tablet-like functions to its reader last month with a software update, version 1.2, for its Nook Color, that delivers apps, full-featured e-mail, and enhanced web browsing.
Barnes & Noble said in February that its sales of e-books is twice that of physical books through its online site.
Liberty Media owns interests in a broad range of electronic retailing, media, communications and entertainment businesses. Its interactive arm, which will make the proposed acquisition, holds stakes in QVC, Expedia and several other e-commerce sites.
The acquisition proposal will now be studied by Barnes & Noble.
