The news sent shares up more than 17 percent in premarket trading.
Riggio disclosed in a regulatory filing Monday morning that he wants to acquire the company's stores and website, but not the business that makes the Nook e-reader or the company's college bookstores. No price was disclosed.
Riggio, who founded the company in the 1970s and helped it expand its "big box" presence, is Barnes & Noble's largest shareholder, with nearly 30 percent of the company's shares.
Barnes & Noble said the offer will be considered by a committee of three independent directors. But there is no set timetable for the process.
The New York-based bookseller has been struggling to find its place in the retail landscape as more readers have shifted to electronic books and competition has grown from discount stores and online competitors.
It has invested heavily in its Nook e-book readers and digital library and struck a deal with Microsoft last April to create a Nook subsidiary.
But the Nook faces tough competition from other devices like Apple's (AAPL) iPad Mini, Amazon's (AMZN) Kindle and Google's (GOOG) Nexus tablet.
Earlier this month, the company said it expects Nook media revenue of less than $3 billion. It also anticipates a loss for the unit before interest, taxes, depreciation and amortization to exceed the $262 million loss recorded in its 2012 fiscal year.
This follows a report from the retailer in January that its Nook unit revenue fell 12.6 percent to $311 million during the critical holiday period. Overall sales during the holiday period fell 10.9 percent at bookstores and online compared with a year ago. Barnes & Noble is expected to report third quarter results Thursday.
Riggio is making the offer in order to facilitate the company's review of its strategic options for separating its Nook business, according to the filing.
Morningstar analyst Peter Wahlstrom said the deal makes sense considering the retail side of the business has been overshadowed by investments needed for the nook business.
"The retail business for Barnes & Noble is mature-slash-declining, but it's profitable," he said. "The company has done a good job executing amid a pretty challenging environment."
Barnes & Noble operates 689 bookstores in 50 states and 674 college bookstores.
Shares rose $2.34, or 17.3 percent, to $15.85 in premarket trading. Its shares have traded in a 52-week range of $10.45 in mid-April to $26 later that same month.