BlackBerry Board Rejected Proposals To Break Up Company

BlackBerry Ltd’s board does not believe a break-up of the Canadian smartphone maker is currently in its best interests, even though Microsoft Corp, Apple Inc and Lenovo Group Ltd, among others, have expressed interest in acquiring parts of the company, according to people familiar with the discussions.

The board rejected proposals from several technology companies for various BlackBerry assets on grounds that a break-up did not serve the interest of all stakeholders, which include employees, customers and suppliers in addition to shareholders, said the sources, who did not want to be identified as the discussions were confidential.

Microsoft and Apple had both expressed interest in BlackBerry’s intellectual property and patents, a source briefed on the matter told Reuters. In 2011, the three companies had teamed up with others to buy patents from bankrupt Canadian telecoms company Nortel.

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BlackBerry had also held discussions with Cisco Systems Inc, Google Inc and Chinese computer maker Lenovo, among others, about selling all, or parts of itself, Reuters previously reported.

A BlackBerry spokeswoman declined to comment on the board’s deliberations, and it is not known what specific proposals were rejected by directors during the company’s three-month-long review of strategic options. Microsoft, Apple and the other tech companies have all declined to comment on the matter.

BlackBerry stunned investors on Monday by abandoning plans to sell itself, naming a new interim chief executive, and announcing an $1 billion convertible notes issue to a group of investors including its largest shareholder Fairfax Financial Holdings, Canso Investment Counsel, Mackenzie Financial, Markel Corp, Qatar Holding and Brookfield Asset Management.

BlackBerry shares fell 16 percent on the news as investors fretted the company may have missed an opportunity to deliver shareholder value.

But the board felt the notes issue offered BlackBerry the most near-term certainty and the best chance for a turnaround, said the people familiar with the discussions. Most alternative proposals would have broken up the Waterloo, Ontario-based company, which was not in the best interests of all stakeholders, they added.

One of the sources said the board also took into consideration the current cost of the break-up. Winding down some of BlackBerry’s businesses would have created liabilities, including in its commitments with suppliers, and would have weighed on the monetisation of the company’s intellectual property, the source said.

BlackBerry’s assets range from devices and network assets to software and patents. Some of these assets are so intertwined they could lose value in a company break-up, another source added.

The board was also concerned that any deal involving foreign companies would be closely scrutinised by the Canadian government in an extended review process, the sources said, prolonging uncertainty and making it harder for BlackBerry to stem customer losses.

Last month, Canada blocked an Egyptian telecommunication entrepreneur’s bid to acquire the Allstream fiber optic network owned by Manitoba Telecom Services, citing unspecified security concerns.

The sources stressed the board’s decision not to break up BlackBerry reflected the current situation and did not preclude a future split. But future proposals will likely be measured by a similar yardstick.

A landmark Supreme Court of Canada ruling in the BCE case in 2008 said a Canadian company’s board needs to consider the interests of all stakeholders, not just shareholders, when it decides on a deal. Stakeholders can include employees, customers, suppliers and the wider community.

In 2007, telecoms company BCE Inc agreed to a leveraged buyout that offered its shareholders a substantial premium, but the deal hurt the company’s bond prices, and its debt holders challenged the deal in court.

While the deal eventually fell apart for other reasons, the Supreme Court ruled that a company’s board has to take into consideration the interests of all stakeholders and not just its investors, when deciding on the merits of a deal.

Towards the end of BlackBerry’s review of strategic alternatives, a consortium comprised of BlackBerry founders Mike Lazaridis and Douglas Fregin, Cerberus Capital Management LP and mobile chip giant Qualcomm had expressed interest in the company.

BlackBerry’s board dismissed that proposal as too tentative since it lacked committed financing, sources familiar with the matter said, adding that this does not mean that the board is closed to entertaining proposals in the future.