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Certicom Responds to Announcement from Research In Motion

December 3, 2008
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MISSISSAUGA, ON, Dec. 3 /PRNewswire-FirstCall/ – Certicom Corp. (TSX-CIC.TO) (“Certicom”) issued the following statement in response to the press release today by Research In Motion Limited (“RIM”) announcing their intention to make an unsolicited offer to shareholders to acquire the outstanding shares of Certicom for $1.50 per share.

Several parties have expressed unsolicited interest in a potential transaction with Certicom. Management of Certicom has recently been engaged in discussions specifically with RIM and another party and has attempted to engage them in a fair process; however RIM desired that Certicom engage in exclusive discussions only.

Certicom has formed a Special Committee of its Board, consisting of J. Ian Giffen, Jim Fleck and Jeffrey Chisholm and has retained TD Securities Inc. as its financial advisor. This Special Committee, together with Certicom’s advisors, will evaluate and consider the adequacy of RIM’s proposal, solicit other proposals, consider the full range of alternatives to maximize shareholder value and make a recommendation to the full Board of Certicom.

About Certicom

Certicom manages and protects the value of content, applications and devices with government-approved security. Adopted by the National Security Agency (NSA) for government communications, Elliptic Curve Cryptography (ECC) provides the most security per bit of any known public-key scheme. As the global leader in ECC, Certicom’s security offerings are currently licensed to hundreds of multinational technology companies, including IBM, General Dynamics, Motorola, Oracle and Research In Motion. Founded in 1985, Certicom’s corporate offices are in Mississauga, Ontario, Canada with worldwide sales and marketing headquarters in Reston, Virginia and offices in Europe and Asia. Visit www.certicom.com

Certicom Safe Harbor Statement

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Forward-looking information includes information concerning Certicom’s future financial performance, business strategy, plans, goals and objectives. When used in such documents, the words “plans”, “expects”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “will”, “believes” or variations of such words and phrases often, but not always, identify forward looking statements. The forward-looking information reflects management’s current beliefs and is based on information currently available to management. The forward-looking information is provided solely to give you the opportunity to review management’s beliefs and opinions in respect of the future and the forward-looking information is based on management’s current expectations in these areas, and should not be used for any other purpose. The forward-looking information in this news release is not a guarantee of future performance and undue reliance should not be placed upon it. The forward-looking information in this news release includes, but is not limited to, the financial outlooks in several areas in the section titled “Financial Outlook”, notably, expectations respecting growth and revenue, operating expenses, and cash management. The forecasts and projections that make up the forward-looking information are based on assumptions which include, but are not limited to: the levels of demand for Certicom’s products and services; the ability to obtain and maintain patents and protect Certicom’s intellectual property portfolio; the execution of the strategic growth plan; retention of the existing customer base; sufficient human resources to deliver services and execute the strategic plan; currency exchange rates; favourable economic and market conditions; the ability to hedge certain risks; and favourable labour relations. The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. The factors which could cause actual results or events to differ materially from current expectations include, but are not limited to: the ability of Certicom to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits; the ability of Certicom to develop, promote and protect its proprietary technology security breaches or defects in Certicom’s products; competitive conditions in the businesses in which Certicom participates; changes in consumer spending; the outcome of legal proceedings as they arise; general economic conditions and normal business uncertainty; consolidation in Certicom’s industry and by its customers; customer preferences towards product offerings; the risk that customers may cancel their contracts with Certicom; reliance on a limited number of customers; demand for ECC-based technology; performance of Certicom’s management team and Certicom’s ability to attract and retain skilled employees; operating Certicom’s business profitably; fluctuations in revenue and foreign currency exchange rates; interest rate fluctuations and other changes in borrowing costs; the ability to develop and maintain strategic relationships; and other factors identified under the heading “Risk Factors” in Certicom’s annual information form dated July 21, 2008 and filed on SEDAR at www.sedar.com.

SOURCE Certicom Corp.


Source: newswire