[Bla1ze]

Facebook - Current Report

Facebook to Acquire WhatsApp

•	Acquisition accelerates Facebook’s ability to bring connectivity and utility to the world

•	Leading mobile messaging app company continue to operate independently and retain its brand

•	WhatsApp co-founder and CEO Jan Koum to join Facebook Board of Directors

MENLO PARK, CALIF. – February 19, 2014 – Facebook today announced that it has reached a definitive agreement to acquire WhatsApp, a rapidly growing cross-platform mobile messaging company, for a total of approximately $16 billion, including $4 billion in cash and approximately $12 billion worth of Facebook shares. The agreement also provides for an additional $3 billion in restricted stock units to be granted to WhatsApp’s founders and employees that will vest over four years subsequent to closing.


WhatsApp has built a leading and rapidly growing real-time mobile messaging service, with:

◦	Over 450 million people using the service each month;

◦	70% of those people active on a given day;

◦	Messaging volume approaching the entire global telecom SMS volume; and

◦	Continued strong growth, currently adding more than 1 million new registered users per day.

The acquisition supports Facebook and WhatsApp's shared mission to bring more connectivity and utility to the world by delivering core internet services efficiently and affordably. The combination will help accelerate growth and user engagement across both companies.
"WhatsApp is on a path to connect 1 billion people. The services that reach that milestone are all incredibly valuable," said Mark Zuckerberg, Facebook founder and CEO. "I've known Jan for a long time and I'm excited to partner with him and his team to make the world more open and connected."


Jan Koum, WhatsApp co-founder and CEO, said, “WhatsApp's extremely high user engagement and rapid growth are driven by the simple, powerful and instantaneous messaging capabilities we provide. We're excited and honored to partner with Mark and Facebook as we continue to bring our product to more people around the world.”
Facebook fosters an environment where independent-minded entrepreneurs can build companies, set their own direction and focus on growth while also benefiting from Facebook’s expertise, resources and scale. This approach is working well with Instagram, and WhatsApp will operate in this manner. WhatsApp’s brand will be maintained; its headquarters will remain in Mountain View, CA; Jan Koum will join Facebook’s Board of Directors; and WhatsApp’s core messaging product and Facebook’s existing Messenger app will continue to operate as standalone applications.
Upon closing of the deal, all outstanding shares of WhatsApp capital stock and options to purchase WhatsApp capital stock will be cancelled in exchange for $4 billion in cash and 183,865,778 shares of Facebook Class A common stock (worth $12 billion based on the average

closing price of the six trading days preceding February 18, 2014 of $65.2650 per share). In addition, upon closing, Facebook will grant 45,966,444 restricted stock units to WhatsApp employees (worth $3 billion based on the average closing price of the six trading days preceding February 18, 2014 of $65.2650 per share). As of February 17, 2014, Facebook had 2,551,654,996 Class A and B shares outstanding plus approximately 139 million dilutive securities primarily consisting of unvested RSUs. The Class A common stock and RSUs issued to WhatsApp shareholders and employees upon closing will represent 7.9% of Facebook shares based on current shares and RSUs outstanding.


In the event of termination of the Merger Agreement under certain circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Facebook to pay WhatsApp a fee of $1 billion in cash and to issue to WhatsApp a number of shares of Facebook’s Class A common stock equal to $1 billion based on the average closing price of the ten trading days preceding such termination date.


Facebook was advised by Allen & Company LLC and Weil, Gotshal & Manges LLP; and WhatsApp was advised by Morgan Stanley and Fenwick & West, LLP.


Webcast and Conference Call Information
Facebook will host a 30-minute conference call to discuss the acquisition at 3:00 PT / 6:00 ET today. The dial-in number for the call is (866) 751-3284 (toll free) and (973) 935-8772 (international), conference ID: 2907041. The live webcast of the call can be accessed at the Facebook Investor Relations website at investor.fb.com. Facebook uses the website http://investor.fb.com as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Following the call, a replay will be available at the same website. A telephonic replay will be available for one week following the conference call at (855) 859-2056 or (404) 537-3406, conference ID 2907041.
About Facebook
Facebook's mission is to give people the power to share and make the world more open and connected. People use Facebook to stay connected with friends and family, to discover what's going on in the world, and to share and express what matters to them.
About WhatsApp
WhatsApp is a personal real-time messaging network allowing millions of people around the world to stay connected with their friends and family.

http://crackberry.com/facebook-ccqui...app-16-billion

[Carjackd]

We're on the same page...if you want to delete my thread go ahead

Posted Via my Kick @ss BlackBerry Z30

[zamboni08]

This no doubt will be a punch to BBRY....man....

[SmileDahling]

Even more reason for me to delete it from my phone.

Posted via CB10

[BBFanatic4Life]

My thoughts exactly. Am I the only one that finds this a complete over evaluation for a messaging app? I know they have a lot of users but come on $16 billion, this is a joke.

Well good for WhatsApp. I'm going to be even more motivated now to get everyone off WhatsApp and onto BBM. Now BlackBerry just needs to push how BBM is free and private and people should be happy to jump ship.



Posted via CB10

[Bor Navas]

Even more reason for me to delete it from my phone.

Posted via CB10

Oh yeah!

channel C000F331C- my Z30 rocks!

[FortyTwoApps]

This no doubt will be a punch to BBRY....man....

After hours market shows otherwise.

BBRY: Summary for BlackBerry Limited- Yahoo! Canada Finance

If anything, it shows the value in services like WhatsApp and BBM to bigger companies, as oppose to one of BBM's competitors getting a new sugar momma.

[ccbs]

Good news for shareholder. This set a precedence on how much BBM real time messaging system should be valued, IF BBRY can spin it off and get it going strong.

[Carjackd]

Even more reason for me to delete it from my phone.

Posted via CB10

Exactly, and how long has facebook been trying to get your mobile number? Well, they just bought a bunch of phone numbers.

Posted Via my Kick @ss BlackBerry Z30

[patbateman16121]

This acquisition actually scares me. Even though I am aware of the fact, that Whatsapp is far from being a secure service, I still use it daily, simply because only a handful of my friends use BBM. With FB owning Whatsapp, there might be a tight FB integration and whatnot in the pipeline. Plus, FB will gather even more data. I hope, that there are more people feeling this way and thus thinking about switching to BBM. Me, I will continue my fight to convince people to switch - now more than ever.

[dusdal]

My thoughts exactly. Am I the only one that finds this a complete over evaluation for a messaging app? I know they have a lot of users but come on $16 billion, this is a joke.

Well good for WhatsApp. I'm going to be even more motivated now to get everyone off WhatsApp and onto BBM. Now BlackBerry just needs to push how BBM is free and private and people should be happy to jump ship.



Posted via CB10

What would you value WhatsApp at in dollars, and why?

Posted via CB10

[Carlos Argueta]

This acquisition actually scares me. Even though I am aware of the fact, that Whatsapp is far from being a secure service, I still use it daily, simply because only a handful of my friends use BBM. With FB owning Whatsapp, there might be a tight FB integration and whatnot in the pipeline. Plus, FB will gather even more data. I hope, that there are more people feeling this way and thus thinking about switching to BBM. Me, I will continue my fight to convince people to switch - now more than ever.

any ideas on how to convince people to switch?, most of my friends dont want to even install BBM.

[nemo7]

If i can i would switch but BB dong develop an App for WP!!! Cmon BB bring BBM to all i want use BBM. F**k Facebook ans WA

Windows Blueberry

[SubCamp]

Lots of dollars being thrown at this..

Posted via CB10

[flyingsolid]

Come on BlackBerry, we need that Windows Phone client.

[playpen007]

If Facebook pays 19 billions for WhatApp, hello BBM you are at least half of that price tag and the most secure social network on earth. I wonder why more fund managers start to accumulate BlackBerry stock now. I need to buy more shares; I can wait two or more years for recovery.

[JonCBK]

If Facebook pays 19 billions for WhatApp, hello BBM you are at least half of that price tag and the most secure social network on earth. I wonder why more fund managers start to accumulate BlackBerry stock now. I need to buy more shares; I can wait two or more years for recovery.

Not quite. BBM has far fewer users and far fewer messages sent. Also bbm and bbry do not read all your messages and catalogue them to make a user profile of you to be an add target. That is the value here, going through millions of messages every hour and seeing what folks are talking about. BBRY doesn't do this. Neither does Apple on imessage either. But whatsapp does.

Posted via CB10

[gnirkatto]

I just sent an email to all my Whatsapp contacts, informing them that I will delete my account in the next few days, and that I will send them an invite to join BBM (if not connected already).
I also tried to explain my reasons for this move and the benfits of BBM over Whatsapp, for those who have refused using BBM so far.
I hope that everybody will accept.
Now if BBM would only support WP....!!!

[Rello]

This is why I think instant messengers are mainly big overseas. Here in the states, i find a lot of people are hesitant about instant messengers because basically every carrier forces you to get unlimited texting. That price is crazy though. The thought of where BBM couldve been by now had they went cross platform many years ago is saddening.

[IgotsThis]

16billion seems a little excessive for a messaging service o.O

Posted via CB10

[eldricho]

I'm actually happy for them. It's a great app and got bought at a great price (well for them at least). In my opinion 16 BN is way too much for a company that handles a messaging app, but I'm no billionare CEO ofcourse.

If only BBM would support WP tho and improve groups just a little more. Got 4 friends on WP that are also in 2 of the groups I use. Some of them also prefer WhatsApp groups over BBM groups. Most of my contacts are switching over to BBM full time or using both tho!

Posted via CB10

[bmantz65]

BlackBerry should put out an advertisement to WhatsApp users! Switch to BBM!

Posted via CB10

[bekkay]

More than 3 times as much as what stockholder were willing to accept for the entire BlackBerry. I remember so many derisive comments about WhatsApp on here. Some claiming that it's near worthless and definitely less valuable than BBM.

[MartyMcfly]

More than 3 times as much as what stockholder were willing to accept for the entire BlackBerry. I remember so many derisive comments about WhatsApp on here. Some claiming that it's near worthless and definitely less valuable than BBM.

I'm totally confused by this deal. Blackberry had no bidders at 5 billion yet what'sapp sells for 19 billion.


Sent from my  using Tapatalk

[bekkay]

I'm totally confused by this deal. Blackberry had no bidders at 5 billion yet what'sapp sells for 19 billion.

Let's see how Facebook intends to capitalize on the new acquisition.

As far as BlackBerry is concerned, well, the hardware division is far from being highly lucrative (especially in light of the Foxconn agreement), BBM is weak, BB10 has so far flopped and is more of a "liability", not sure how investors perceive the remaining components (QNX, BES, and patents).