BlackBerry Announces Proposed Common Share Purchase Program
WATERLOO, ONTARIO--(May 21, 2015) - BlackBerry Limited (NASDAQ:BBRY)(TSX:BB), a world leader in mobile communications, today announced that its Board of Directors has authorized a share repurchase program to purchase for cancellation up to 12 million BlackBerry common shares, or approximately 2.6% of the outstanding public float. BlackBerry can purchase the common shares over the Nasdaq Stock Market or, subject to regulatory approval, on the Toronto Stock Exchange (the "TSX") or other markets. In the past 12 months, BlackBerry has not repurchased any of its outstanding securities.
At its annual meeting of shareholders on June 23, 2015, BlackBerry will present for approval a new employee share purchase plan and a proposed increase in the number of shares available under BlackBerry's equity incentive plan. If these proposals are approved by shareholders at the meeting, BlackBerry will file a notice of intention to commence a normal course issuer bid with the TSX. The share repurchase program would remain in place for up to 12 months from acceptance of the notice of intention by the TSX, or such earlier time as the purchases are completed or the program is terminated by BlackBerry. If the proposals are not approved by shareholders, BlackBerry does not expect that it will proceed with the share repurchase program.
"The purpose of this repurchase program will be to offset dilution that may result from our proposed employee share purchase plan and from proposed amendments to our equity incentive plan," said BlackBerry Executive Chairman and CEO, John Chen. "We intend to take advantage of our strong cash position to purchase our shares when the market price does not reflect what we view to be the underlying value and future prospects of our business, without adversely affecting our strategic initiatives," added Mr. Chen.
The price that BlackBerry will pay for any shares under the share repurchase program will be the prevailing market price at the time of purchase. The share repurchase program will be effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934 and the TSX's normal course issuer bid rules, which contain restrictions on the number of shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes of BlackBerry's shares on the applicable exchange. In addition, BlackBerry may enter into forward purchase or swap contracts in connection with common shares which may be settled by physical settlement, cash settlement or a combination thereof. The forward price will be based on market price, dividend yield and market interest rates.
The actual number of shares to be purchased and the timing and pricing of any purchases under the share repurchase program will depend on future market conditions and upon potential alternative uses for cash resources. There is no assurance that any shares will be purchased under the share repurchase program and BlackBerry may elect to modify, suspend or discontinue the program at any time without prior notice.
A global leader in mobile communications, BlackBerry® revolutionized the mobile industry when it was introduced in 1999. Today, BlackBerry aims to inspire the success of our millions of customers around the world by continuously pushing the boundaries of mobile experiences. Founded in 1984 and based in Waterloo, Ontario, BlackBerry operates offices in North America, Europe, Asia Pacific and Latin America. The company trades under the ticker symbols "BB" on the Toronto Stock Exchange and "BBRY" on the NASDAQ. For more information, visit www.blackberry.com.
Forward-looking statements in this news release are made pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used herein, words such as "expect", "anticipate", "estimate", "may", "will", "should", "intend", "believe", and similar expressions, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by BlackBerry Limited in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that BlackBerry believes are appropriate in the circumstances, including but not limited to: BlackBerry's expectations regarding its operational restructuring and strategic initiatives; BlackBerry's beliefs regarding the value of its shares and the investment community's perception thereof; and regulatory requirements. Many factors could cause BlackBerry's actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including those described in the "Risk Factors" section of BlackBerry's Annual Information Form, which is included in its Annual Report on Form 40-F (copies of which filings may be obtained at www.sedar.com or www.sec.gov). These factors should be considered carefully, and readers should not place undue reliance on BlackBerry's forward-looking statements. BlackBerry has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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