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Rogers Communications Inc gets green lights on Mobilicity deal

TORONTO — Rogers Communications Inc. was given the green lights  it needs Wednesday for its takeover of the struggling small wireless carrier Mobilicity that is valued at up to $465 million, presumably leaving just one more obstacle before Mobilicity’s stakeholders finally close the book on what has ended up being a bitter and exhaustive bankruptcy dispute.

In a Toronto courtroom Wednesday, Ontario Superior Court Justice Frank Newbould gave his blessing to the deal, which will see Rogers, the carrier with the most subscribers in Canada, acquire Mobilicity for a purchase price of $440 million and assume liabilities of up to $25 million.

Industry Canada also gave the transaction its stamp of approval, after having blocked previous takeover attempts of Vaughan, Ont.-based Mobilicity, which has been operating under court-supervised creditor protection since September 2013.

The final hurdle, the assent of the Competition Bureau, came late Wednesday, a Rogers spokesman said.

“We’ve now received all required regulatory approvals,” said Kevin Spafford, Senior Manager, Public Affairs, for Rogers.

Mobilicity’s chief restructuring officer Bill Aziz told reporters that discussions involving competition issues are at an “advanced” stage. “I expect they will receive (approval) shortly,” said Aziz, president of ‎private advisory firm BlueTree Advisors II Inc., who has been overseeing Mobilicity’s restructuring and sale efforts.

Mobilicity’s creditors will be returning to court Monday to obtain an order that would outline how the money will be distributed amongst the group secured creditors.

Court filings state a portion of the purchase price will be loaned by Rogers to Mobilicity to repay, in full, the company’s secured creditors, with the exception of the secured obligations held by Toronto-based private equity firm Catalyst Capital Group Inc. Rogers said it and Catalyst reached an agreement outside of the court process to buy the Catalyst debt. Rogers recognized Catalyst’s efforts in its release, saying the deal “is supported and was facilitated by Catalyst.”

The federal government had blocked a purchase of Mobilicity by Telus Corp. three times in 2013 and 2014, arguing that such a deal would result in an undue concentration of coveted telecommunications spectrum with the incumbent. The string of recent auctions for airwaves — and the subsequent evolution of the competitive landscape – has spurred the change of heart in Ottawa, a Mobilicity court filing states.

Creditors backed Rogers’ offer, which will see Rogers dip into a regular line of credit to finance, even though Telus was also putting out another bid for Mobilicity, which was worth more than $50 million than what Rogers was offering, sources have told the Financial Post. One reason for doing so appears to have been based on the belief that the federal government would be more likely to approve a Rogers takeover than another Telus bid.

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The agreement will see Rogers acquire 100 per cent ownership of Mobilicity and its 155,000 active clients. Rogers said its acquisition brings “certainty” to subscribers, who can expect a “continuity of service.”

But the transaction is about more than just subscribers, especially since Mobilicity’s customers tend to pay much less than a typical Rogers subscriber. There are a few other facets in play such as tax losses, spectrum gains and the sheer elimination of competition in the marketplace.

Rogers said it expects to acquire $175 million in tax losses, which can be claimed this fiscal year and offsets the price tag for Mobilicity. According to court filings, the book value of Mobilicity’s assets as of May 31 is valued at roughly $317.9 million. The Vaughan, Ont.-based company has an estimated non-capital loss carry forward of $665.3 million, which expires between 2029 and 2032.

Rogers will also be exercising its outstanding option to acquire the unused spectrum of Calgary-based Shaw Communications Inc., which purchased airwaves in 2008, but has made no secret that it has no intentions of pursuing a strategy in wireless market. It will pay an additional $100 million to acquire these airwaves. It submitted a $200 million deposit and paid $50 million to purchase the option when the license transfer was first announced in 2013. The option was said to expire this week, which put pressure on Mobilicity’s stakeholders to hastily come to agreement. It is expected to close by the end of the month.

We’ve now received all required regulatory approvals

Mobilicity’s chief rival, Wind Mobile Corp., which operates in Ontario, Alberta and British Columbia, will receive licences of AWS-1 spectrum in five provinces, of which some belonged to Shaw and others to Mobilicity. Wind also received licences in Manitoba and Saskatchewan. It doesn’t offer services in these regions but can try to sell them in a spectrum transfer. To facilitate the transfer of ownership rights, the upstart paid just $1 per spectrum license, said Wind’s chief executive Alek Krstajic.

This mass injection of spectrum for almost no cost is expected to more than double Wind’s network capacity and help the carrier offer better, faster and more reliable service to its more than 800,000 subscribers, the company said. Still, Krstajic said he remains interested in also acquiring Videotron’s unused spectrum licences, which are located outside Quebecor Inc.’s home province of Quebec.

As a part of the transaction, Rogers and Wind will swap AWS-1 licences in the hotly contested southern Ontario region so Rogers can create “contiguous spectrum,” which is when bands of licensed airwaves are located adjacent to one another. Blocks of spectrum function more efficiently together than apart.

Before endorsing Wednesday’s motion, Justice Newbould congratulated all the parties for “finally getting the cup to the lip” after the long journey, adding “no one’s more pleased than I seeing this transaction.”

BlackBerry Ltd CEO John Chen considering producing bacteria-free smartphone for hospitals

BlackBerry Ltd. may design a bacteria-free smartphone as it bids to become the secure mobile choice for the health-care industry, Chief Executive Officer John Chen said.

“Health-care workers have to be worried about one less thing to wipe down” with a bacteria-free handset, Chen told reporters Wednesday at a hospital north of Toronto where BlackBerry unveiled a clinical alerts pilot project. Chen said BlackBerry is not developing the clean phone yet.

The Canadian mobile manufacturer is partnering with ThoughtWire and Cisco Systems Inc. to provide nurses and doctors in a Mackenzie Richmond Hill Hospital unit with a portable messaging and alert system. BlackBerry will be providing the software and devices. It wouldn’t disclose how much it’s spending on the project.

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Transfer of infections and bacteria between patients in hospitals is a “huge issue,” said Dr. Aviv Gladman, chief medical information officer at Mackenzie Health. Medical equipment in patient rooms, including mobile phones, can carry bacteria through the hospital, he said.

Gladman said medical professionals are supposed to wipe their phone with alcohol before entering and exiting a patient’s room. A study published in the Journal of Applied Microbiology found that about 20 per cent to 30 per cent of germs transfer between a phone and a fingertip.

Hospitals don’t know how effective alcohol wipes are at removing bacteria from phones and medical professionals don’t always wipe, he said. Gladman said hospital-acquired infections are one of the top reasons patients die in hospital.

BlackBerry, based in Waterloo, Ontario, has switched its focus to high-security software as it has struggled to compete with Apple Inc. and Samsung Electronics Co. Ltd. as a device manufacturer.

Bloomberg News

Nintendo’s VP of sales explains why you should still buy a Wii U and discusses NX

Nintendo’s Wii U is struggling – a fact that’s impossible to ignore.

The console has shipped under 9 million units worldwide in slightly over two-and-a-half years. It’s a number that pales in comparison to the Xbox One’s and PlayStation 4’s approximately 12 million and 22 million — and those machines have been on store shelves a year less. Even Sega’s failed Dreamcast managed to ship approximately 8 million units before its untimely death.

The might of Nintendo’s core franchises such as Super Smash Bros., Mario Kart 8 and one of the most inventive and original titles of the year, a third-person shooter called Splatoon, have failed to help Nintendo sell the number of consoles the company likely hoped it would despite individually selling an impressive number of units. And beyond a handful of upcoming notable third-party developed titles such as Guitar Hero Live and Skylanders SuperChargers (on the 3DS), most developers have dropped support for the console.

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(Nintendo’s successful NFC-enabled amiibo toys have been a beacon of success for the company, which has shipped 10.8 million units of the extremely popular toys worldwide, though their success seems to have more to do with Nintendo’s cachet than something that translates into game sales.)

Despite the rampant gloom often associated with the company, and a lack of significant upcoming releases, even in the first-party developer space – (Star Fox Wii U, Super Mario MakerXenoblade Chronicles X and Yoshi’s Woolly World being the small number of exceptions) – during a recent conversation with the Post Arcade, Nintendo’s vice president of sales and marketing, Scott Moffitt, still feels Nintendo’s current-generation console has a significant amount to offer dedicated Nintendo fanatics as well as video game fans, particularly when it comes to quality over quantity.

“Our job and our goal is through our first-party games, to build the installed base up so that it makes it easy for third-party publisher to bring their third-party content to our systems,” said Moffitt, emphasizing that while the Wii U’s library is small in comparison to the Xbox One and PS4’s, its title’s are often rated much higher on aggregation video game review websites like Metacritic.

And while this might sound like marketing speak, Moffitt is actually correct. Many of the Wii U’s core titles have aggregated review and user review scores which often either match or exceed 85 per cent.

NintendoDespite its issues, Splatoon is one of the most different and inventive games Nintendo has released in years.

“If you look at just one indicator of game quality, which is Metacritic score and the user score, and what the gold standard we believe is an 85 Metacritic score and an 85 user score, meaning both critics and game fans alike thought the game was great. When you look at that standard measure there are more games to play on Wii U than there are on either of the two current generation platforms,” said Moffitt.

“As a measure of quality, there’s great quality to be enjoyed on Wii U. And that we think is maybe more important than just the number of games and where they come from (whether it’s first-party or third-party),” said Moffitt.

Moffitt also expanded on the thought process behind Nintendo it is already preparing to release a successor to their current home console so early into the Wii U’s life cycle, a move many industry analysts found strange. Moffitt says his company aimed to assure fans that they have no plans to exit the hardware industry by discussing NX during a recent investors call.

“Our first focus is maximize the sales potential of Wii U and 3DS and we have great content coming that we think will help us do that. But we also have an eye for the future. One of the reasons for mentioning NX in the financial announcement was linked to the reveal of our partnership with DeNA about the mobile gaming initiative,” said Moffitt.

Our first focus is maximize the sales potential of Wii U and 3DS and we have great content coming that we think will help us do that

“We wanted to ensure that our game fans know that Nintendo remains very committed to the dedicated game device business. While we recognize the appeal of the mobile gaming space and the broad number of units that are out there, and that we wanted to develop content for smart devices, at the same time we want to remind fans that we remain committed to a dedicated gaming platform.”

@Patrick_ORourke

Mobilicity accepts Rogers Communications Inc’s $465 million takeover deal, seeks court approval

Rogers Communications Inc., Canada’s largest wireless carrier by subscribers, will pay $465 million to buy all of the shares of Vaughan, Ont.-based upstart Mobilicity, court filings posted online Wednesday confirm.

 

As Mobilicity has been operating under court-supervised creditor protection for 21 months, counsel for the parties must seek an order from a judge that would approve the transaction. Mobilicity is scheduled to appear in a Toronto court on Wednesday at 10 a.m. ET., a digital copy of the prepared motion states.

Spokespeople from Rogers and Mobilicity declined to comment on the court documents early Wednesday, but sources say an official announcement of the sale is expected before the stock market opens in Toronto.

Mobilicity is a provider of low-cost cellular services to 155,000 active subscribers in five urban markets in Canada: Toronto, Ottawa, Calgary, Edmonton and Vancouver. It has been actively pursuing a variety of sale, financing and restructuring alternatives. The sale to Rogers has the full support of “substantially all” of Mobilicity’s secured creditors and its “known affected” unsecured creditors, court documents say.

A portion of the $465 million will be loaned by Rogers to Mobilicity to repay, in full, its secure creditors, with the exception of secured funds held by Catalyst Capital Group, the Bay Street private equity firm run by Newton Glassman. The remaining funds will be paid out to the unsecured creditors on a pro rata basis.

As of May 31, the book value of Mobilicity’s assets valued at roughly $317.9 million. The company has an estimated non-capital loss carry forward of $665.3 million, which expires between 2029 and 2032.

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For the past two weeks, Mobilicity has been in “continuous discussions” to consider multiple offers and counteroffers from Rogers and another party. A spokesman for Telus Corp. confirmed late Friday that the other interested buyer was the Vancouver-based incumbent, which had offered to purchase Mobilicity three times in 2013 and 2014 for as much as $380 million. Industry Canada blocked every transaction, arguing that a marriage of the carriers would hurt wireless competition and choice for consumers.

Rogers and Telus submitted their final offers to Mobilicity for consideration on Monday at 10:30 p.m. ET, and negotiations continued Tuesday with Rogers. The takeover talks have come down to the wire, as the filings reveal Rogers must be granted court approval by Wednesday “given other related dealings it had.”

A source familiar with the deal noted that a loose end Ottawa needed to tie up is Rogers’ option to buy unused wireless spectrum from Shaw Communications Inc., which is said to expire this week. Shaw spokesman Chethan Lakshman did not immediately respond to a request for comment early Wednesday.

Rogers announced in 2013 it had entered into an agreement with Shaw to purchase the Calgary-based company’s wireless airwaves after a federal moratorium on transfers of set-aside spectrum was expected to be lifted in 2014. Ottawa extended the ban indefinitely. Rogers paid $50 million for an option to acquire the assets, plus submitted a $200 million refundable deposit that will be put towards the sale if and when it is completed, according to Shaw’s 2013 annual report. A regulatory decision was expected in fiscal 2015.

In a report dated June 23, court-appointed monitor Ernst & Young said that Rogers’ $465-million bid was the highest price ever offered for Mobilicity and a deal worth accepting.

“The Monitor is of the view that the sale agreement is the most advantageous sale transaction available for the Mobilicity stakeholders,” the report says. “In is in an amount that far exceeds any prior offer received in respect of the Applicants’ assets, prior to or during the CCAA proceeding.”

A source close to the talks says Telus offered at least $50-million more than Rogers did, but Mobilicity’s creditors backed the Rogers deal because they believe it will get the required green light from Ottawa. It is understood that Telus may contest the arrangement because its latest offer was superior, yet unsuccessful.

Financial Post
cpellegrini@nationalpost.com

Rogers Communications Inc has the makings of a deal to buy Mobilicity but it could be contested in court, sources say

Rogers Communications Inc. has the makings of a deal to acquire small Canadian wireless carrier Mobilicity, but sources say a court battle could be shaping up because Telus Corp. is willing to pay “significantly” more than its telco rival for Mobilicity.

A group of creditors and directors of Mobilicity met over the weekend to assess bids from Rogers and Telus.

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Both offers were said at that time to exceed $350 million, the price Telus offered in a failed bid last year. A source close to the negotiations said even though Telus is willing to pay at least $50 million more than the latest Rogers bid this week, bondholders are backing the Rogers deal.

“Yes, it’s Rogers, yes it’s over $450 million, but Telus bid at least $50 million more than that,” said the source, speaking on condition of anonymity.

Mobilicity was put into play again two or three weeks ago, with the two telecom incumbents Rogers and Telus battling for the financially struggling upstart’s spectrum and tax losses.

Yes, it’s Rogers, yes it’s over $450 million, but Telus bid at least $50 million more than that

Any transfer of wireless spectrum cannot be made without approval from Industry Canada. Court approval is also required for the sale of Mobilicity because the fledgling wireless carrier sought protection from its creditors under the Companies’ Creditors Arrangement Act.

Rogers is expected to appear in court Wednesday to seek approval to buy Mobilicity, which has been under CCAA protection since late 2013, but it is understood Telus might contest the arrangement because its latest offer was superior.

A source familiar with the proposed Mobilicity deal noted that Rogers also has an option to buy unused wireless spectrum from Shaw.

Mobilicity acquired its spectrum through licenses set aside in 2008 specifically for bidders that qualified as smaller new entrants.

Data & Audio-Visual Enterprises Wireless Inc., which has operated under the Mobilicity brand since 2010, paid $243.2 million for 10 such licenses to coveted AWS spectrum covering areas in Ontario, Alberta and B.C.

Devices today are compatible with AWS spectrum, while there is no device ecosystem for the AWS-3 spectrum auctioned this past March with buyers including Telus. Telus acquired 15 licenses to the spectrum across six provinces for more than $1.5 billion. Rogers did not acquire any spectrum in that auction.

The federal government has gone to great lengths to encourage competition in the wireless market, and sources have told the Financial Post that any deal for Mobilicity will have to take this into account.

As a result, if the Rogers-Mobilicity transaction is allowed to proceed, rival small wireless carrier Wind Mobile Corp. is expected to be the beneficiary of an unspecified spectrum license transfer.

“A potential acquisition of Mobilicity whereby Wind acquires Mobilicity spectrum would be consistent with our working assumption that a stronger recapitalized fourth national wireless player is likely to emerge in 2015/2016 in some shape or form,” RBC Capital Markets analyst Drew McReynolds wrote in a weekend note to clients.

“While directionally negative for the incumbents, we continue to believe the competitive impact should be manageable provided that regulators remain balanced.”

Rogers’ spokesperson Aaron Lazarus did not immediately return a phone call requesting comment.

BlackBerry Ltd’s ‘lumpy’ licensing business throws investors for a loop

On a day that saw BlackBerry Ltd. shares whipsawed to their lowest level in almost two months, Chief Executive Officer John Chen was in no mood to feed the takeover speculation that’s constantly swirling around his company.

“Oh, no. Oh, no, no, no. Not at this price,” Chen told a group of reporters following the company’s annual meeting in Waterloo, Ont., responding to a question from the Financial Post about whether a sale of the battered company has been on his mind. “No, I think we’ve put in a lot of hard work and put ourselves, in my opinion, in a position to fight and we’re not done yet by any of the stretch of the imagination.”

Chen promised he’d see through the turnaround he was hired 19 months ago to lead, adding that he signed a five-year employment agreement with BlackBerry. With his first full fiscal year under his belt, the comeback artist is turning his attention to the software business to stabilize a revenue figure that won’t stop falling and trying to find reprieve in the process for shareholders who’ve stuck through the turmoil.

Fresh off posting first-quarter results that showed an impressive dose of growth in the nascent software unit, shares of BlackBerry surged over 8 per cent Tuesday in New York pre-market trading — despite falling short of estimates with US$658 million in total revenue and an adjusted loss of US$0.05 per share. Then Chen fielded questions during a conference call and self-admittedly stumbled over growth estimates for the crucial software segment, prompting the market to look more closely behind the numbers. The share price soon plunged, wiping out early gains to eventually settle at US$8.83.

An undisclosed slice of software sales in the quarter was attributed to two long-term patent cross-licensing deals, one with Cisco Systems Inc. and another with an unnamed firm. The terms of the agreements are private, but chief financial officer James Yersh said the Cisco I.P. deal would be classified as revenue in the North American region, which saw a significant US$80-million boost compared to the previous quarter.

The company’s release touted that BlackBerry recorded US$137 million in software and technology licensing revenues, a 150 per cent increase compared to the same three-month period in the last fiscal year. But this inclusion of I.P. licensing leaves people wondering how much demand there really is for BlackBerry’s latest version of enterprise software, BES12. Wells Fargo analysts estimate the two I.P. agreements contributed roughly US$55 million of the total US$137 million generated in the quarter by the software division.

Neither the Street nor BlackBerry itself is confident about what software sales will be in the near-term.

“The licensing business is lumpy,” Chen told analysts, who’ve repeatedly asked for more data for modelling. “I think our core software will continue to grow, I just can’t predict whether some of the I.P. (Intellectual Property) pipeline will come in on Q2, Q3 or Q4. I feel comfortable with them coming in this fiscal year.”

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Chen said he isn’t certain when every i will be dotted and t crossed in a licensing agreement, meaning he can’t accurately forecast when any sale is expected to meet BlackBerry’s accounting policies for revenue recognition. This adds instability to its shares because financials are reported on a quarterly basis, not annually — pushing investors who would prefer to be more informed to bow out on the stock or move to the sidelines.

Chen affirmed his $500-million target for software sales in fiscal 2016, with the year being back-end heavy. He did say revenue from BBM services will not meet his $100-million annual target because the platform is taking longer-than-expected to monetize. And, he is still on the prowl for companies to acquire to support his security focus.

In the quarter ahead, analysts will likely seek clearer data to feed their statistical models.

“You guys really want all the numbers,” Chen said near the end of the hour-long analyst call. “I got to be really careful in the future how I break that down.”

Financial Post
cpellegrini@nationalpost.com

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