Certicom Seeks Court Injunction to Stop Hostile Bid by RIM based on Breach of Non-Disclosure Agreements
Certicom will also be making an application to the OSC for an order to cease trade the RIM offer.
In its application to the Court, Certicom contends that RIM’s access to Certicom’s confidential information and its use of that information in connection with RIM’s
RIM has not disclosed to Certicom shareholders that it has had the benefit of evaluating Certicom’s confidential information and used that information in making its
Certicom believes that the material in RIM’s take-over bid circular misleads Certicom shareholders as they attempt to make an informed decision as to whether to retain their Common Shares or tender them to the
As part of a process of maximizing shareholder value undertaken following the announcement of RIM’s hostile offer, Certicom has entered into non-disclosure and standstill agreements with a number of interested parties. These parties have been provided access to Certicom’s confidential data room.
The full details of the grounds for the litigation proceedings as well as the Certicom Board of Director’s recommendations to shareholders will be disclosed in a Directors’ Circular to be mailed to Certicom shareholders shortly. A copy of the Directors’ Circular will be available on the Company’s website at www.certicom.com and on SEDAR at www.sedar.com.
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, Cerrito’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
FORWARD-LOOKING INFORMATION
This document contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Certicom, or developments in Certicom’s business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action. Certicom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions, and Certicom does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. When used in this document, words such as “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 statements in this document include, but are not limited to statements respecting: court and regulatory applications to be made by Certicom in respect of RIM’s hostile take-over bid; Certicom’s value maximization process; and the potential for alternative transactions emerging. The forward-looking statements 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 statements are 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 statements. 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 circumstances of any party interested in a potential acquisition of Certicom; 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; the ability to develop and maintain strategic relationships; and other factors identified under the heading “Risk Factors” in Certicom’s annual information form dated
SOURCE Certicom Corp.