Only a few days removed from disclosing an expected $995 million Q2 net operating loss and plans to cut 4,500 jobs, BlackBerry (BBRY) may have found a savior in a signed letter of intent from Fairfax Financial to buy the beleaguered mobile device maker for $4.7 billion, or $9 per share.
Toronto-based Fairfax, led by chief executive Prem Watsa, holds about 10 percent of BlackBerry's shares. It is leading a consortium of as-yet unidentified equity investors in making a bid to acquire for cash all of BlackBerry's outstanding shares, excluding those owned by Fairfax, which intends to contribute its shares currently held to the transaction. The consortium is looking for financial backing from BofA Merrill Lynch (BAC) and BMO Capital Markets (BMO) to take BlackBerry private.
At this point, it’s a contingency deal at best, subject to due diligence, both companies’ ability to hammer out a final agreement and Canadian regulatory approval.
“We believe this transaction will open an exciting new private chapter for BlackBerry, its customers, carriers and employees,” said Watsa. “We can deliver immediate value to shareholders, while we continue the execution of a long-term strategy in a private company with a focus on delivering superior and secure enterprise solutions to BlackBerry customers around the world.”
Fairfax’s due diligence is expected to be done by Nov. 4. Between now and then the parties said they will work on the particulars of the transaction. In the interim, if Fairfax uncovers worse information than it already knows, or cares to know, it can walk away from the deal with no consequences. Similarly, BlackBerry is free to look for a better offer—the so-called “go shop” period. Should the vendor find one it will have to fork over to Fairfax a termination fee of at least $150 million and perhaps as much as $250 million if a signed deal between the two companies is in place and Fairfax’s offer stays at minimum at $9 per share.
“The Special Committee is seeking the best available outcome for the Company's constituents, including for shareholders,” said Barbara Stymiest, chair of BlackBerry's Board of Directors. “Importantly, the go-shop process provides an opportunity to determine if there are alternatives superior to the present proposal from the Fairfax consortium.”
Two weeks ago, word surfaced of Fairfax’s interest in buying BlackBerry, but the major Canadian pension funds it was said to be recruiting for the effort were thought to have lost their nerve. In mid-August, Watsa resigned from BlackBerry’s board, owing to a potential conflict of interest were he to bid for the company. BlackBerry’s market value, which in 2008 stood at some $83 billion, now hovers around $5 billion, with its messaging service said to be worth most of that amount. The company has $2.6 billion in cash and investments and no debt.