[OMGitworks]

From my reading, I believe both are not correct.

It sounds that each of them control independently 39,295,754 shares and owns joint shares of 2384319. So the total shares owned by the two are
39,295,754 X 2 + 2384319 =80975827

"(a)-(b) Amount beneficially owned:
Mr. Lazaridis may be deemed to beneficially own 41,680,073 Shares (representing approximately 8.0% of the Issuer’s outstanding Shares), which includes (i) 21,176,354 Shares held by 1258701, (ii) 3,163,895 Shares held by 2063227, (iii) 455,836 Shares held by Mr. Lazaridis, (iv) 146,478 Shares held by the Family Trust, (v) 685,196 Shares held by 2384320, (vi) 4,140,128 Shares held by 2384318 and (vii) 11,912,186 Shares held by the Fregin Persons. By virtue of their relationship with Mr. Lazaridis, as described in Item 2, each of 1258701, 2063227, the Family Trust, 2384320 and 2384318 may be deemed to share voting power and dispositive power with Mr. Lazaridis with respect to the Shares held by them. In addition, by virtue of the Agreement, 2384319 and Mr. Lazaridis may be deemed to share with the Fregin Persons beneficial ownership of the Fregin Shares. Each Lazaridis Person disclaims beneficial ownership with respect to any of the Fregin Shares.
Mr. Fregin may be deemed to beneficially own 41,680,073 Shares (representing approximately 8.0% of the Issuer’s outstanding Shares), which includes (i) 703,080 Shares held by Mr. Fregin, (ii) 11,209,106 Shares held by 1258702 and (iii) 29,767,887 Shares held by the Lazaridis Persons. By virtue of their relationship, as described in Item 2, 1258702 may be deemed to share voting power and dispositive power with Mr. Fregin with respect to the Shares owned by it. In addition, by virtue of the Agreement, each Fregin Person may be deemed to share with the Lazaridis Persons beneficial ownership of the Lazaridis Shares. Each Fregin Person disclaims beneficial ownership with respect to any of the Lazaridis Shares.
The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D."

I think you need to back out and not double count these shares.. This is why 13D's and most SEC filings suck. You need to know what you are reading. For all of the "disclosures" they don't make what they are disclosing obvious to the uninitiated.

[Randeman]

Thinking of doubling down. Said I wouldn't invest anymore. Average at 15. Jmmm will have to have a think.

Posted via CB10

Me too. Wish Mike would have called me first. So much for screening my calls. Won too many cruises and now I've missed his call.

[Superfly_FR]

Oh gang it's been a while ...
Let's ...


KID, if you're around ... this one is yours !

Oh man ... must be Saturday night or something ... I'm dancin' !

[Komoto]

It seems to be about 40 mil shares between the two of them.

I think Prem and him have got something going on here.

Find it difficult to believe they haven't.

Everyone is moving their chess pieces into place, waiting for the signal. Then check mate!

Posted via CB10

[Kid Vibe]

Ha, nice... Damn I was so tempted to buy under 8. Man o man is Air Canada on a run, wanted to buy at 3.60 but chickened out. FML

[_dimi_]

More pressure on the BoD.. without Mike L, PW is not going to get BlackBerry for 4.7 billion dollars..

Posted via CB10

[Superfly_FR]

Ha, nice... Damn I was so tempted to buy under 8. Man o man is Air Canada on a run, wanted to buy at 3.60 but chickened out. FML

FML goes for Funky Mother Lover ?

[OMGitworks]

This is the interesting party in the filing:

"... in 2012, Mr. Lazaridis acquired 3,163,895 Shares using 2063227 Ontario Inc. through open market purchases for aggregate consideration of approximately $50 million."

So the 3 plus million shares bought through the open market by Mr. Lazaridis has an average purchasing price of $15.8 per shares.

Does anyone believe that Mr. Lazaridis would vote "Yes" and gave up his shares at $9.0?

What is your answer for the question?

Mine is "NO".

PW and ML have the same issue. Both are trying to manage a losing trade and don't want to overpay and throw "good money after bad." Paying $15 now doesn't necessarily help them if the "true" value isn't $15 but closer to$9. PW was trying to do it with other people's money and ML may be doing the same. PW has a duty to the FF holders not to pay too little and kill them on his past trades and a duty to his new investor's not to pay too much going into his new venture. I think the price will be the "true value" I don't know if that is 9, 12 or 15+ I just know overpaying now doesn't help them. Paying the true value, if that is under 12-15, could generate a large capital loss, which might be useful in the future for either or both of them....

I think the good news for you BBRY stockholders is that PW and ML are likely to have far more positive views of BBRY and its future than any 3rd party bidder looking only at the numbers without the history or vision ML and PW had for BBRY. This should bring you all a better price on buyout day. Just to early to say what that will be. Bad news for BBRY the private company is that all the downfall came on ML's watch and a lot of it came with PW on the board.... JMHO!!!!

[Shanerredflag]

Say it ain't so..
Say It Ain't So!!!!



Posted via CB10

[Ribes Nigrum]

"Your timing is perfect Mike!" I just dozed of , BlackBerry has my full attention again.

It's a beautiful stock price red Q5! Buy one! Help us go green!

[danprown]

Legally speaking, you are absolutely incorrect (at least for an Ontario company such as BBRY, and under the common law in general). The company is not a piece of paper. The company is a person. Shareholders are "stakeholders" like holders of debt and security and officers.

A good primer is the Supreme Court of Canada decision in BCE vs 1976 Debentureholders. It all played out years ago in Ontario and burned some people.

The Supreme Court of Canada said:

However, the directors owe a fiduciary duty to the corporation, and only to the corporation. People sometimes speak in terms of directors owing a duty to both the corporation and to stakeholders. Usually this is harmless, since the reasonable expectations of the stakeholder in a particular outcome often coincide with what is in the best interests of the corporation. However, cases (such as these appeals) may arise where these interests do not coincide. In such cases, it is important to be clear that the directors owe their duty to the corporation, not to stakeholders, and that the reasonable expectation of stakeholders is simply that the directors act in the best interests of the corporation.

The fact many people "thanked" your post leads me to believe some people are really misinformed about what is going on in this process.

You are right about one thing, though, now in the "sell mode" the scrutiny will be great, and although the duties "do not shift," there are no clear cut answers.

Legally speaking you are incorrect. The Board's duty is toward the shareholder. The "company" is nothing but a piece of paper filed with the government. In fact, now that the board is in sell mode, their duty has shifted and their decisions are subject to greater scrutiny. The board must try to return maximum value to the shareholders. They must weigh everything against the $9 offer (assuming this is a real offer that would close).

[Randeman]

FML goes for Funky Mother Lover ?

I think it's "monkey"

[OMGitworks]

Legally speaking, you are absolutely incorrect (at least for an Ontario company such as BBRY, and under the common law in general). The company is not a piece of paper. The company is a person. Shareholders are "stakeholders" like holders of debt and security and officers.

A good primer is the Supreme Court of Canada decision in BCE vs 1976 Debentureholders. It all played out years ago in Ontario and burned some people.

The Supreme Court of Canada said:

However, the directors owe a fiduciary duty to the corporation, and only to the corporation. People sometimes speak in terms of directors owing a duty to both the corporation and to stakeholders. Usually this is harmless, since the reasonable expectations of the stakeholder in a particular outcome often coincide with what is in the best interests of the corporation. However, cases (such as these appeals) may arise where these interests do not coincide. In such cases, it is important to be clear that the directors owe their duty to the corporation, not to stakeholders, and that the reasonable expectation of stakeholders is simply that the directors act in the best interests of the corporation.

The fact many people "thanked" your post leads me to believe some people are really misinformed about what is going on in this process.

You are right about one thing, though, now in the "sell mode" the scrutiny will be great, and although the duties "do not shift," there are no clear cut answers.

I'd like to read the entire case, but this appears to be a bondholders case, not a shareholders case. Bondholders would be stakeholders but are not shareholders. Big difference.

Posted via CB10

[danprown]

Who would that be?

Having looked in the rules for a while, but the SEC 13D filing likely means they have not been buying anything. I believe you have to file 13D within 10 days of going over 5%. By agreeing to pool together, they are over 5% so they must file. Now, if they buy more and it is materially changed, they have to amend "promtly" within 2 business days.

Now we know who was buying on those big dips lol

Posted via CB10

[morganplus8]

Who would that be?

Having looked in the rules for a while, but the SEC 13D filing likely means they have not been buying anything. I believe you have to file 13D within 10 days of going over 5%. By agreeing to pool together, they are over 5% so they must file. Now, if they buy more and it is materially changed, they have to amend "promtly" within 2 business days.

Mike L has always had over 5.0% ..... 5.6% to be exact. They are indicating that they might be making an offer to buy all the outstanding shares which gives them the right to continue to purchase shares in the open market. They will likely go above 10% and cement their position.

[danprown]

Might as well: you can bet this case has been TH's night time reading for a while.

Otherwise, not really. Both groups are "stakeholders" under the law. This routinely plays out in court when companies are on the brink of insolvency. The creditors want one thing, the shareholders another, the officer and employees another. The directors must do what is best for the corporation. Usually, it is "maximize value." But how, is the million dollar question.
Shareholders usually are "protected" by other means, such as shareholder resolutions.

I'd like to read the entire case, but this appears to be a bondholders case, not a shareholders case. Bondholders would be stakeholders but are not shareholders. Big difference.

Posted via CB10

[danprown]

Morgan, when they do, am I correct in that they have to file promtly, usually within one or two business days, 13D?

Mike L has always had over 5.0% ..... 5.6% to be exact. They are indicating that they might be making an offer to buy all the outstanding shares which gives them the right to continue to purchase shares in the open market. They will likely go above 10% and cement their position.

[fedakd]

Shorts thought their stop loss was $9. They better pray Lazaridis doesn't have other firms by proxy, as well as financing lined up from Blackstone and/or the Carlyle Group. Could be interesting indeed!

With this renewed interest, I'm still amazed the share price barely moved. Shorts hanging on until the bitter end it seems. I've always loved the following saying: "Bulls make money, Bears make money, Pigs get slaughtered"

Anyone care to guess who the pigs are here?

GL all.

Mike L has always had over 5.0% ..... 5.6% to be exact. They are indicating that they might be making an offer to buy all the outstanding shares which gives them the right to continue to purchase shares in the open market. They will likely go above 10% and cement their position.

[morganplus8]

Morgan, when they do, am I correct in that they have to file promtly, usually within one or two business days, 13D?

They in fact do with the assumption that they continue to share voting rights for all future purchases. This is getting really interesting as they are laying the ground work for future bids from others. Prem might be in a pickle for trying so hard to get the company for nothing. Buying it with debt allows others to step in and buy cheap stock, it might come back to bite him soon.

[fin2007]

Guys and gals, I haven't had a chance to read the 13D yet, but NORMALLY when you enter into an agreement like they have, you you are considered to have beneficial ownership of each other's shares too. Read it carefully if you have a minute, it may be 8% total, not 16 or 20%. YMMV and I am not certain of this..... They may not have bought any more shares, just combined them....

8% in total, they need other PEs help to launch a bid, it seems market does not trust that so far.

[OMGitworks]

Might as well: you can bet this case has been TH's night time reading for a while.

Otherwise, not really. Both groups are "stakeholders" under the law. This routinely plays out in court when companies are on the brink of insolvency. The creditors want one thing, the shareholders another, the officer and employees another. The directors must do what is best for the corporation. Usually, it is "maximize value." But how, is the million dollar question.
Shareholders usually are "protected" by other means, such as shareholder resolutions.

I totally agree on how and why it usually arises, but aren't they maximizing value for the shareholders benefits? Isn't their duty to the shareholders above that to the employees, bondholders or any other groups? Who do they owe a greater fiduciary duty to? Aren't the shareholders really the corporation?

Posted via CB10

[Shanerredflag]

What's that smell?

Do I smell some humble pie?



Posted via CB10

[fin2007]

Shorts thought their stop loss was $9. They better pray Lazaridis doesn't have other firms by proxy, as well as financing lined up from Blackstone and/or the Carlyle Group. Could be interesting indeed!

With this renewed interest, I'm still amazed the share price barely moved. Shorts hanging on until the bitter end it seems. I've always loved the following saying: "Bulls make money, Bears make money, Pigs get slaughtered"

Anyone care to guess who the pigs are here?

GL all.

Without PE's big commit, Mike L has no way to do it alone. Market does not believe that.

Actually Fairfax can make a deal happen without other PEs' help, but not Mike L.

Even if Mike L makes a bid, I do not think he can put a price tag above $10, do not think any short could loss here.

It seems US PE firms are not interested so far.

[Ribes Nigrum]

They in fact do with the assumption that they continue to share voting rights for all future purchases. This is getting really interesting as they are laying the ground work for future bids from others. Prem might be in a pickle for trying so hard to get the company for nothing. Buying it with debt allows others to step in and buy cheap stock, it might come back to bite him soon.

Morgan, you think PW never thought of this situation? Could he have some trick up his sleeve? Anyway I hope the actions of Mike give BlackBerry a boost and confidence in the market. I do hope Mike gets his act together to make a bid, just for the sake of keeping BlackBerry in one piece.

It's a beautiful stock price red Q5! Buy one! Help us go green!

[peter9477]

Sounds like some people should be adding the IANAL (I Am Not A Lawyer) disclaimer to some of their posts.

Or, if you are one, maybe identify yourself as such, and whether you're actually qualified in the area you're weighing in on.