BlackBerry Limited (NASDAQ: BBRY) is in serious trouble on its own. The company’s only hope is a buyout under its search for strategic alternatives, and now have the first summation of a deal. The company announced after another share halt on Monday that it has signed a letter of intent agreement with a consortium to be led by Fairfax Financial Holdings Limited to be acquired.
Be advised that this is subject to due diligence AND that shareholders are not getting any big premium here at all. In fact, the buyout is a cash offer of only $9.00 per share. The preliminary terms call for this transaction to be valued at a mere $4.7 billion. Another risk here is that the buyout group is seeking financing.
Fairfax owns approximately 10 percent of BlackBerry’s common shares. Of course the company did bother to mention that it intends to contribute the shares of BlackBerry it currently holds into the transaction. BlackBerry was quoted,
“The BlackBerry Board of Directors, acting on the recommendation of a special committee of the board of directors, approved the terms of the LOI under which the consortium, which is seeking financing from BofA Merrill Lynch and BMO Capital Markets, would acquire BlackBerry and take the company private subject to a number of conditions, including due diligence, negotiation and execution of a definitive agreement and customary regulatory approvals.”
J.P. Morgan and Perella Weinberg are acting as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP and Torys LLP are acting as legal advisors. BlackBerry shares were down 5.6% at $8.24 ahead of the halt and closed at $8.73 on Friday. Shares closed on Thursday at $10.52, but that was before the ghastly warning.
The biggest hope has been that someone like Lenovo or another foreign buyer would step in to make an offer. Maybe this first offer will force those other stronger hands into a deal, and maybe they will already have their own financing.
Breakup terms and the go-shop provision have been set, at terms which seem somewhat reasonable for BlackBerry. The caveats were also given,
“There can be no assurance that due diligence will be satisfactory, that financing will be obtained, that a definitive agreement will be entered into or that the transaction will be consummated.”
If you have been a follower of the BlackBerry saga for years, there is one way to describe the performance and the merger here. It sucks! BlackBerry has allowed itself to go from being “CrackBerry” to the “DingleBerry.” Would the last person to leave Waterloo, Canada please turn out the lights?