WATERLOO, ON, Jan. 31, 2022 /CNW/ -- BlackBerry Limited
(NYSE: BB; TSX: BB), announced today that it has entered into a
patent sale agreement with Catapult IP Innovations Inc., a
Delaware company, pursuant to
which BlackBerry has agreed to sell substantially all of its
non-core patent assets to Catapult for total consideration of
$600 million.
Patents that are essential to BlackBerry's current core business
operations are excluded from the transaction. BlackBerry will
receive a license back to the patents being sold, which relate
primarily to mobile devices, messaging and wireless networking.
This transaction will not impact customers' use of any of
BlackBerry's products, solutions or services.
Catapult is a special purpose vehicle formed to acquire the
BlackBerry patent assets. Catapult's principal funding for the
acquisition will be a $450 million
senior secured term loan, for which it has received $400 million of conditional commitments from a
lending syndicate led by Toronto-based Third Eye Capital that includes
a Canadian pension fund.
At closing, BlackBerry will receive $450
million in cash and a promissory note in the principal
amount of $150 million. The
promissory note will be secured by a second lien on the assets of
the purchaser and will be subordinated to the rights of the senior
lending syndicate. The promissory note will be payable in
five equal annual installments of $30
million in cash commencing on the third anniversary of the
closing date, provided that the senior loan is not in default.
Completion of the transaction is conditional upon, among other
things, satisfaction of all regulatory conditions under the
Hart–Scott–Rodino Antitrust Improvements Act in the United States and the Investment Canada
Act. This process could take up to 210 days.
BlackBerry has filed a Current Report on Form 8-K with the U.S.
Securities and Exchange Commission in connection with its entry
into the patent sale agreement, which contains further information
including a description of the financing conditions relating to the
transaction.
About BlackBerry
BlackBerry (NYSE: BB; TSX: BB)
provides intelligent security software and services to enterprises
and governments around the world. The company secures more
than 500M endpoints including
195M vehicles. Based in Waterloo, Ontario, the company leverages AI
and machine learning to deliver innovative solutions in the areas
of cybersecurity, safety, and data privacy solutions, and is a
leader in the areas of endpoint security, endpoint management,
encryption, and embedded systems. BlackBerry's vision is
clear - to secure a connected future you can trust.
BlackBerry. Intelligent Security. Everywhere.
For more information, visit BlackBerry.com and follow
@BlackBerry.
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investor_relations@blackberry.com
Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackberry.com
This news release contains forward-looking statements within the
meaning of certain securities laws, including under the U.S.
Private Securities Litigation Reform Act of 1995 and applicable
Canadian securities laws, including statements regarding the
proposed transaction between BlackBerry and Catapult, the amount of
consideration BlackBerry will receive in connection therewith, the
anticipated timing and results of the proposed transaction and
regulatory approvals, the potential impact of the proposed
transaction on BlackBerry's customers, the expectations and beliefs
of BlackBerry, and other statements that are not historical
facts.
The words "expect", "anticipate", "estimate", "may", "will",
"should", "could", "intend", "believe", "target", "plan" and
similar expressions are intended to identify these forward-looking
statements. Forward-looking statements are based on BlackBerry's
current plans, objectives, estimates, assumptions, expectations and
intentions and inherently involve significant risks and
uncertainties, many of which are beyond BlackBerry's control. Many
factors could cause actual achievements with respect to the
transaction and the timing of events to differ materially from
those expressed or implied by the forward-looking statements,
including, without limitation, risks and uncertainty associated
with Catapult's and BlackBerry's ability to complete the proposed
transaction on the proposed terms or on the anticipated timeline,
or at all; risks and uncertainties related to the required
financing and the satisfaction of the regulatory and other
conditions to consummate the proposed transaction; the occurrence
of any event, change or other circumstance that could give rise to
the termination of the patent sale agreement relating to the
proposed transaction; effects relating to the announcement of the
proposed transaction or any further announcements or the
consummation of the proposed transaction on the market price of
BlackBerry's common shares; failure to realize the expected
benefits of the proposed transaction, including risks associated
with the payment of consideration post-closing and the availability
of funds therefor; risks related to future opportunities and plans
for BlackBerry's business and results of BlackBerry following
completion of the proposed transaction; the risk of litigation in
connection with the proposed transaction, including resulting
expense or delay; significant transaction costs and/or unknown or
inestimable liabilities; risks related to diverting the attention
of BlackBerry management from ongoing business operations; risks
related to the proposed transaction disrupting BlackBerry's
operations and making it more difficult to conduct business as
usual or for BlackBerry to maintain relationships with consumers,
resellers, channel partners or other third parties; tax provision
changes, the adoption of new tax legislation or exposure to
additional tax liabilities and other changes in laws and regulatory
initiatives; risks related to the COVID-19 pandemic; adverse
economic, geopolitical and environmental conditions; and other
risks and uncertainties affecting BlackBerry, including those
described from time to time under the caption "Risk Factors" and
elsewhere in BlackBerry's SEC filings and reports, including those
discussed in BlackBerry's Annual Report on Form 10-K and the
"Cautionary Note Regarding Forward-Looking Statements" section of
BlackBerry's MD&A, as well as BlackBerry's Current Report on
Form 8-K filed today which contains further details on the patent
sale agreement (copies of which filings may be obtained at
www.sedar.com or www.sec.gov). All of these factors should be
considered carefully and readers should not place undue reliance on
BlackBerry's forward-looking statements. Moreover, other risks and
uncertainties of which BlackBerry is not currently aware may also
affect its forward-looking statements and may cause actual results
and the timing of events to differ materially from those
anticipated.
The forward-looking statements made in this news release are
made only as of the date hereof or as of the dates indicated in the
forward-looking statements and reflect the views stated therein
with respect to future events as at such dates. BlackBerry has no
intention and undertakes no obligation, and expressly disclaims any
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
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SOURCE BlackBerry Limited