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Here's why the BlackBerry deal may be a fake out

BlackBerry's Thorsten Heins
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BlackBerry's Thorsten Heins

The tenuous nature of BlackBerry's deal with Fairfax Financial Holding has signaled to some industry experts that the firm's offer is more like a stalking horse bid than a real deal.

(Read more: BlackBerry to be acquired by a group led by Fairfax Financial)

Placing such a bid for BlackBerry makes sense for Fairfax for several reasons.

For one, now that BlackBerry finally has an official bidder in place, the pressure is on other potential buyers—if there are any—who might be interested in acquiring the company.

(Read more: Is the BlackBerry buyout bid for real?)

The equity firm owns about 10 percent of BlackBerry's common shares, so it has a strong incentive to get the best deal possible for any sale. Signing a letter of intent to take BlackBerry private for $9 per share gives other potential buyers a set time period to court the handset maker for at least that price.

"Fairfax is their biggest shareholder, so they have a defensive position that they need to take as well. I would look at this as putting a line in the sand, as telling the market that at $9 there is a buyer going well through due diligence," James Gellert, CEO at Rapid Ratings, said Tuesday.

If Fairfax succeeds in attracting another bidder who is willing to pay more than $9 per share, then it would also get an incentive fee of about 30 cents a share, or about $157 million. In addition, there are no financial penalties if Fairfax chooses to pull its offer off the table during the due diligence period, which ends Nov. 4.

It should also be noted that Fairfax is still working to raise financing for the deal, so there's a chance it might not be able to get the funds necessary to make a deal happen.

So there's not much downside for Fairfax for at least putting a bid out there. As far as other bidders go, there's still a chance, albeit slim, that someone might be willing to buy BlackBerry, said Colin Gillis, an analyst for BGC Partners.

"You never want to say 'never.' There are a lot of large U.S.-based tech companies that have big piles of offshore cash that they could use to finance an acquisition like this," Gillis said Monday on CNBC's "Squawk on the Street."

Gillis also said BlackBerry is still modestly priced at $9 a share.

"This is still a 'take-under' bid. You look at the average one month price for BlackBerry, it's $10.32, so this $9 bid is a take-under," he said.

But the chance of another buyer stepping up is hard to believe, even with shares priced at where they are, said Carolina Milanesi, an analyst for Gartner.

Milanesi said that she thinks a deal with Fairfax will occur because there is no other interested party who would want all of BlackBerry's business, especially its handset business.

It doesn't make sense for someone who is only interested in certain BlackBerry assets to buy the entire company; it makes more sense for potential buyers to wait until BlackBerry figures out what assets it plans to sell as a private company because they will get a better deal, she said.

"Other interested buyers are waiting to see what happens afterwards," she said. "They want to wait and see what happens to the pieces after the company goes private, to see what they will keep and what they will sell. They are better off for waiting," she said.

By CNBC's Cadie Thompson. Follow her on Twitter @CadieThompson.

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