NEW YORK, Shareholders of Barnes & Noble.com Inc. (Nasdaq: BNBN) (www.bn.com) and Fatbrain.com, Inc. (Nasdaq: FATB) (www.fatbrain.com) have approved the merger agreement between the companies and the merger has been completed. Under the terms of the transaction, Fatbrain.com shareholders are entitled to receive $1.0625 in cash and .8557 shares of Barnes & Noble.com Class A common stock for each share of Fatbrain.com stock they own. Fatbrain.com will be operated as a wholly owned subsidiary of Barnes & Noble.com llc, and will cease to be a separate publicly-traded company. The deal is valued at $61.7 million. Fatbrain.com's senior management, including its president and chief executive officer, Dennis Capovilla, and executive vice president of Product Development, Kim Orumchian, will continue in their current positions, and the company will remain headquartered in Santa Clara, Calif. Fatbrain.com's Web-based services reach more than 3.5 million employee desktops at almost 350 Fortune 1000 companies worldwide. The company's Information Exchange offering is a comprehensive Web-based method to catalogue, present and distribute corporate materials, ranging from third-party published works such as books and training materials to a company's own publishable content. There are more than 500 individual Fatbrain.com co-branded online bookstores and information resource centers, most of which are accessed via the sponsoring organization's corporate intranet. "We are pleased that the shareholders of both Barnes & Noble.com and Fatbrain.com have given their support to the merging of our companies," said Steve Riggio, vice chairman of Barnes & Noble.com. "We believe that Fatbrain.com's strategic focus and capabilities will contribute significantly to Barnes & Noble.com's growth." With the acquisition, Barnes & Noble.com will own approximately 50 percent of MightyWords, formerly a subsidiary of Fatbrain.com and a leading provider of digital content. In June Barnes & Noble.com invested approximately $20 million for a 30 percent equity stake in MightyWords. About Fatbrain.com Fatbrain.comÅ helps organizations capitalize on business information and professionally published materials by streamlining its management and distribution, enabling delivery in digital and/or hardcopy format directly into the hands of employees, partners and customers. Fatbrain.com's easy-to-use, comprehensive Information Exchange service offering allows organizations to easily publish and offer access to professional and business materials when, where and how the recipient wants it via an online information resource center. Today, the company's Web-based information management services reach more than 3.5 million desktops at almost 350 of the Fortune 1000 corporations worldwide. Visit Fatbrain.com on the Web at http://www.fatbrain.com.