Attendees view the BlackBerry Ltd. Passport smartphone during a product announcement in Toronto, Ontario, Canada, on Wednesday, Sept. 24, 2014.Hannah Yoon/Bloomberg
Investors are apparently still pining for an acquirer to sweep up BlackBerry Ltd., judging by continued buoyancy in stock trading volumes two weeks after the company refuted rumours of takeover talks by Samsung Electronics Co. Ltd.
The M&A fantasy is unlikely to come true any time soon for the recovering smartphone maker. One obstacle is the company's biggest shareholders. According to the latest regulatory filings, more than a third of BlackBerry's shares continue to be owned by long term investors that sources say support CEO John Chen's multi-year restructuring strategy. These investors can't stop would be acquirers from buying majority control, but a more efficient full takeover is impossible without their support.
Another hurdle is Ottawa. In 2013, when BlackBerry was struggling to survive, the federal government, through back channels, derailed a confidential takeover offer by China's Lenovo Group Ltd. Now that the Waterloo, Ont. company is on the mend, it's a good bet Ottawa would take an even dimmer view of a foreign takeover.
So what's a suitor to do? One school of thought is that a potential buyer could embark on a long and friendly courtship by snaring a minority stake in BlackBerry. Who is the most likely candidate? Samsung. The Korean electronics company is one of a small handful of companies that have made takeover overtures in recent months, according to people close to BlackBerry.
These sources say Samsung's interest in BlackBerry has deepened since it formed a partnership in November that allows the companies to sell each others security technology for mobile devices. Samsung's co-chief executive J. K. Shin confirmed its interest in an enhanced partnership in an interview last week with The Wall Street Journal.
Mr. Shin waved off suggestions the company would launch a full takeover. A close look at BlackBerry's major shareholders suggests Samsung has made a smart call for the moment.
BlackBerry's largest shareholder is Fairfax Financial Holdings Ltd., which owns about a 17-per-cent stake if you include its convertible debenture holdings. Fairfax, a vocal supporter of Mr. Chen's recovery strategy, is estimated to have paid an average cost of $12 for its BlackBerry shares, which based on its current trading price of nearly $13 a share, suggests buyers would have to offer a big premium to win the favor of Fairfax's founder Prem Watsa.
BlackBerry's second largest shareholder is one of North America's most respected fund managers, Primecap Management Company. The California-based value investor owns 11 per cent of BlackBerry's shares and is known to hold stocks for an average for 20 years.
Other committed holders include two of BlackBerry's founders, Mike Lazaridis and Doug Fregin, who own nearly 5 per cent, and show no signs of wanting to sell.
Backing up these committed investors is half a dozen investors who paid $750 million in 2013 during BlackBerry's darkest hour to acquire convertible debentures that would give them more than 10 per cent of the company's shares. The original buyers include Canada's Mackenzie Financial Corp., Canso Investment Counsel Ltd., Brookfield Asset Management and Qatar Holding.
It is possible these investors sold some of their debentures during the fleeting runup in BlackBerry's stock that was fed by Samsung takeover rumours. But given that these funds invested alongside Fairfax to back BlackBerry's turnaround, it seems unlikely they have much to gain by hitting the exits at this point.