WATERLOO, ON, Jan. 31, 2022 /PRNewswire/ -- BlackBerry confined (NYSE: BB; TSX: BB), announced today that it has entered into a patent sale contract with Catapult IP innovations Inc., a Delaware company, pursuant to which BlackBerry has agreed to sell substantially all of its non-core patent belongings to Catapult for complete consideration of $600 million.
Patents that are basic to BlackBerry's latest core company operations are excluded from the transaction. BlackBerry will acquire a license lower back to the patents being sold, which relate essentially to cellular gadgets, messaging and instant networking. This transaction will now not impact purchasers' use of any of BlackBerry's products, options or functions.
Catapult is a different aim vehicle formed to acquire the BlackBerry patent belongings. Catapult's important funding for the acquisition could be a $450 million senior secured term personal loan, for which it has bought $four hundred million of conditional commitments from a lending syndicate led by using Toronto-primarily based Third Eye Capital that comprises a Canadian pension fund.
At closing, BlackBerry will acquire $450 million in money and a promissory observe within the fundamental quantity of $a hundred and fifty million. The promissory observe could be secured by a second lien on the belongings of the buyer and should be subordinated to the rights of the senior lending syndicate. The promissory notice will be payable in five equal annual installments of $30 million in money commencing on the third anniversary of the time limit, on condition that the senior loan isn't in default.
Completion of the transaction is conditional upon, amongst other things, pride of all regulatory conditions below the Hart–Scott–Rodino Antitrust advancements Act in the united states and the investment Canada Act. This system might take up to 210 days.
BlackBerry has filed a existing file on form eight-k with the U.S. Securities and exchange commission in reference to its entry into the patent sale contract, which includes extra information together with a description of the financing situations regarding the transaction.
About BlackBerryBlackBerry (NYSE: BB; TSX: BB) provides intelligent safety software and capabilities to enterprises and governments world wide. The enterprise secures greater than 500M endpoints including 195M vehicles. based in Waterloo, Ontario, the business leverages AI and computing device researching to deliver imaginitive solutions within the areas of cybersecurity, safety, and statistics privacy solutions, and is a frontrunner within the areas of endpoint security, endpoint management, encryption, and embedded methods. BlackBerry's imaginative and prescient is obvious - to relaxed a connected future that you would be able to believe.
BlackBerry. intelligent protection. in every single place.
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This news unlock includes forward-looking statements in the that means of certain securities legal guidelines, including beneath the U.S. deepest Securities Litigation Reform Act of 1995 and applicable Canadian securities legal guidelines, including statements regarding the proposed transaction between BlackBerry and Catapult, the amount of consideration BlackBerry will acquire in connection therewith, the expected timing and results of the proposed transaction and regulatory approvals, the talents have an impact on of the proposed transaction on BlackBerry's purchasers, the expectations and beliefs of BlackBerry, and different statements that are not historic records.
The words "expect", "count on", "estimate", "may additionally", "will", "should", "might", "intend", "consider", "target", "plan" and identical expressions are supposed to identify these forward-looking statements. ahead-searching statements are based on BlackBerry's present plans, goals, estimates, assumptions, expectations and intentions and inherently contain tremendous dangers and uncertainties, many of which might be beyond BlackBerry's handle. Many components could cause precise achievements with recognize to the transaction and the timing of hobbies to vary materially from these expressed or implied with the aid of the ahead-looking statements, together with, without trouble, dangers and uncertainty linked to Catapult's and BlackBerry's skill to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all; risks and uncertainties related to the required financing and the delight of the regulatory and other conditions to consummate the proposed transaction; the occurrence of any experience, exchange or other circumstance that may supply upward push to the termination of the patent sale agreement relating to the proposed transaction; outcomes relating to the announcement of the proposed transaction or any additional bulletins or the consummation of the proposed transaction on the market expense of BlackBerry's standard shares; failure to understand the expected advantages of the proposed transaction, together with risks linked to the payment of consideration post-closing and the availability of funds therefor; risks involving future opportunities and plans for BlackBerry's business and consequences of BlackBerry following completion of the proposed transaction; the possibility of litigation in reference to the proposed transaction, together with resulting fee or lengthen; tremendous transaction charges and/or unknown or inestimable liabilities; risks related to diverting the attention of BlackBerry management from ongoing business operations; risks regarding the proposed transaction disrupting BlackBerry's operations and making it extra problematic to habits business as commonplace or for BlackBerry to hold relationships with consumers, resellers, channel companions or different third events; tax provision adjustments, the adoption of recent tax legislation or publicity to additional tax liabilities and different alterations in legal guidelines and regulatory initiatives; risks involving the COVID-19 pandemic; hostile financial, geopolitical and environmental situations; and other dangers and uncertainties affecting BlackBerry, together with those described on occasion beneath the caption "chance factors" and elsewhere in BlackBerry's SEC filings and experiences, together with these mentioned in BlackBerry's Annual report on kind 10-k and the "Cautionary word related to forward-searching Statements" component to BlackBerry's MD&A, as well as BlackBerry's existing file on form 8-okay filed today which incorporates further particulars on the patent sale agreement (copies of which filings could be received at www.sedar.com or www.sec.gov). All of those factors should still be regarded carefully and readers should now not place undue reliance on BlackBerry's forward-looking statements. additionally, different risks and uncertainties of which BlackBerry is not presently mindful can also also affect its ahead-looking statements and can cause specific effects and the timing of movements to vary materially from those expected.
The ahead-searching statements made in this news unencumber are made handiest as of the date hereof or as of the dates indicated in the forward-searching statements and reflect the views mentioned therein with appreciate to future hobbies as at such dates. BlackBerry has no intention and undertakes no obligation, and expressly disclaims any responsibility, to replace or revise any ahead-looking statements, even if as a result of new counsel, future pursuits or otherwise, apart from as required by means of relevant legislations.
source BlackBerry restrained
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