After Friday’s announcement that G Asset Management had offered $22 a share for a 51% stake in Barnes & Noble Inc. (NYSE: BKS), or failing that, $5 a share for 51% of the company’s Nook division, one might have thought that Nook’s management and investors would have been dancing in the street. Management might have been, but investors sure weren’t.

Microsoft Corp. (NASDAQ: MSFT) owns about 16.8% of B&N’s Nook Media subsidiary and U.K.-based Pearson plc (NYSE: PSO) owns 5%.

Shares closed the day Friday up just 5.42% at $17.69, a far cry from G Asset’s $22 offer. B&N’s only comment during the day was that the company had indeed received an offer.

There are a couple of possibilities here. First, B&N doesn’t believe G is serious or that it can come up with the money. The actual offer has not been made public, so there has been some speculation about what the terms include. G made a bid of $20 a share for B&N in November that went nowhere. If G couldn’t come up with the cash for that offer, chances are it can’t come up with the cash for a higher offer.

More likely, B&N’s chairman, Len Riggio, who owns about 27% of the company’s shares, does not want to sell. Other insiders own about 7% or 8% of the stock, and it is quite likely that the insiders, including Riggio, think they’re sitting on a more valuable asset. Why they believe that is certainly a mystery, given that their bookselling business is generating lower sales than it did a year ago. The Nook Media group has been decimated by layoffs.

If G Asset Management can put real money on the table for B&N, the company would have to be crazy not to take it. The company will not be worth more in another year at the rate it is currently declining.

Shares of B&N closed at $17.69 on Friday in a 52-week range of $12.59 to $23.71. That high was reached when there was chatter that Microsoft would acquire the Nook division from B&N.

The consensus price target on the stock is $18.

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