BlackBerry (BBRY) Founders Fregin, Lazaridis May Submit Joint Bid

October 10, 2013 2:00 PM EDT
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Mr. Lazaridis is a founder and former President, Co-Chief Executive Officer and Co-Chair of BlackBerry (Nasdaq: BBRY) and Mr. Fregin is a founder and former Vice President, Operations of the Issuer. Each of Mr. Lazaridis and Mr. Fregin acquired the Shares he beneficially owns for investment purposes, including upon founding of the Issuer and through the exercise of options and other equity grants received by him during his prior term of employment with the Issuer.

In light of the Issuer’s recent announcement that its board of directors has formed a Special Committee to explore strategic alternatives to enhance value and increase scale, the Reporting Persons are considering all available options with respect to their holdings of the Shares, including, without limitation, a potential acquisition of all the outstanding Shares of the Issuer that they do not currently own, either by themselves or with other interested investors (an “Acquisition”). In that regard, 2384319 and 1258702 entered into an agreement (the “Agreement”) to explore the possibility of submitting a potential joint bid to acquire the Shares of the Issuer that they do not currently own. The Agreement provides, among other things, that the parties thereto have agreed to (1) work exclusively with each other with respect to any potential acquisition of all or a portion of the assets or equity interests in the Issuer; (2) certain transfer restrictions with respect to the Shares, and (3) jointly coordinate with respect to the development of a strategy with respect to the Issuer, including with respect to the engagement of debt and equity financing sources and advisors. In addition, the Reporting Persons have engaged, among other advisors, each of Goldman, Sachs & Co. and Centerview Partners LLC to assist with their review of strategic alternatives with respect to the Shares.

The Reporting Persons may engage in communications regarding the Issuer with other stockholders of the Issuer, knowledgeable industry or market observers, industry participants, members of the board of directors or management of the Issuer or other representatives of the Issuer, or other persons. Such discussions may concern ideas or proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D including, without limitation, a potential Acquisition.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future, depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the Shares, the availability of debt and equity financing for any such Acquisition or other transaction, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investment in the Issuer as they deem appropriate at the time given the current facts, circumstances and conditions before them. Such actions may include, but are not limited to: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, including but not limited to derivative or other instruments that are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) submitting bids, proposals, indications of interest, and/or formal offers to the Special Committee, management or advisors of the Issuer for their review and consideration; (iv) negotiating with such persons and/or their legal and financial representatives regarding the potential terms of any such Acquisition or other transactions; (v) discussing the various potential alternatives and strategies regarding the Issuer with others, including but not limited to interested market and industry participants; (vi) entering into agreements or understandings with other shareholders of the Issuer with respect to the voting, holding and/or

disposition of Securities; (vii) entering into agreements, understandings and/or arrangements with others, including but not limited to interested market or industry participants, with respect to the future use, sale and/or future deployment of the Issuer’s assets, including but not limited to its intellectual property; (viii) exploring and negotiating with various sources of financing for any Acquisition or other potential transactions with or related to the Issuer; or (ix) proposing or considering any one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that the Reporting Persons will take any of the actions set forth above.


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