The BBRY Café. [Formerly: I support BBRY and I buy shares!]
View Poll Results: Did you buy shares ?
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- 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."10-10-13 02:24 PMLike 2 - 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.10-10-13 02:30 PMLike 7
- Superfly_FRRetired ModeratorOh 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' !10-10-13 02:31 PMLike 5 - 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 CB1010-10-13 02:32 PMLike 3 -
- 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".
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!!!!10-10-13 02:42 PMLike 4 -
- "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!10-10-13 02:51 PMLike 5 - 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).10-10-13 03:16 PMLike 4 - 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.
Posted via CB10morganplus8 likes this.10-10-13 03:31 PMLike 1 - 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.
10-10-13 03:33 PMLike 0 - 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.10-10-13 03:42 PMLike 5 - 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.
10-10-13 03:44 PMLike 0 - 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.10-10-13 03:45 PMLike 0 - 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.10-10-13 03:49 PMLike 7 - 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.10-10-13 03:52 PMLike 7
- 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....10-10-13 04:00 PMLike 0
- 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.
Posted via CB1010-10-13 04:02 PMLike 0 -
- 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.
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.10-10-13 04:05 PMLike 0 - 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!10-10-13 04:05 PMLike 0 - 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.10-10-13 04:07 PMLike 7
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