BlackBerry's Judgment Day

For a while, it appeared BlackBerry (NASDAQ: BBRY  ) almost pulled it off -- but not quite. The Canadian smartphone maker announced this morning it wouldn't be selling itself. Instead, the BlackBerry plans to replace its CEO, as well as attempt to raise approximately $1 billion from its institutional investors.

The offer announced on Sept. 23 from Fairfax Financial (NASDAQOTH: FRFHF  ) , owner of approximately 10% of BlackBerry's stock, to acquire the floundering smartphone maker was never intended to come to fruition. The plan was simple: Offer $9 a share, or about $4.7 billion, then sit back and wait for the competing offers to roll in.

It wasn't necessarily a bad plan, but it was executed so poorly it only took investors a day to figure out there was no method to Fairfax's madness. After initially edging up the day of the announcement on massive volume, BlackBerry's stock subsequently dropped and has meandered in the $8 a share range, give or take, ever since. As a result, BlackBerry management took off the kid gloves and made some sweeping changes.

D-Day
Today was the day. Nov. 4 was the end of the due diligence period and the day BlackBerry and Fairfax would, "negotiate and execute a definitive transaction agreement by such date." Of course, that was never going to happen.

Among the many holes in the proposed deal were concerns that Fairfax couldn't raise the money even if it really did want to acquire BlackBerry. There were rumors that Fairfax got the brush-off from bank after bank, which almost certainly played a part in BlackBerry's stunning announcement today.

With financial institutions shunning BlackBerry, any hope of investors getting something for their trouble was reliant on finding another suitor. That's not a surprise, considering that was the objective from the get-go, but alas, that didn't work either.

Rumor had it
There was a time, not so long ago, it appeared the number of possible buyers of BlackBerry was growing daily, giving shareholders hope for a bidding war. The names read like a who's who of the IT industry; including former Apple CEO John Scully, and device manufacturer Lenovo.

One of the more intriguing rumors involved a supposed meeting a couple of weeks ago that BlackBerry execs had with Facebook (NASDAQ: FB  ) representatives. After Facebook's disastrous Facebook Home effort this past spring, that one seemed a little far-fetched. You remember Home -- that was the app that "puts your friends at the heart of your phone." If Facebook Home doesn't ring any bells, you're not alone -- it disappeared about as quickly as it got here.

Facebook is killing it on the mobile front precisely where it should: Growing its mobile advertising revenues in the space. The notion that CEO Mark Zuckerberg would want to enter the hyper-competitive smartphone market, using a company like BlackBerry as the vehicle, made no sense whatsoever. Facebook isn't Google yet, and it shouldn't try to be.

Another hope for BlackBerry shareholders was chip titan Qualcomm (NASDAQ: QCOM  ) . Qualcomm had supposedly teamed up with Cerberus Capital Management and BlackBerry founders Mike Lazaridis and Doug Fregin. Accounting for 43% of the multi-core smartphone processor market in the first half of 2013, Qualcomm is entrenched in all things mobile and already runs some of BlackBerry's newer smartphones, so that rumor at least made some sense.

From here
As it turns out, the expected delay of today's "deadline" turned out to be a lot more than that. No, Fairfax Financial won't acquire BlackBerry -- big surprise. But Fairfax has agreed to lead a group of investors in issuing $1 billion in convertible debentures, "within the next two weeks," and committed to purchasing $250 million themselves.

And BlackBerry CEO Thorsten Heins' tenure is coming to an end. At the closing of the debenture deal, he has agreed to resign his post and will be succeeded by former Sybase chairman and CEO John Chen. BlackBerry independent director David Kerr will also step down in a couple of weeks. Without a sale, Heins won't get his $55.6 million golden parachute. But don't weep for Heins: He'll still get a check for about $22 million.

So what happens now? Based on today's stock price movement -- shares have dropped more than 10% in just an hour of trading -- BlackBerry investors are expecting more of the same. The bleeding BlackBerry and Fairfax tried to stem with the faux acquisition offer may end up proving fatal.

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