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Certicom granted permanent injunction restraining RIM take-over bid

January 19, 2009

MISSISSAUGA, ON, Jan. 19, 2009 /PRNewswire-FirstCall/ – Certicom Corp. (TSX-CIC.TO) (“Certicom” or “the Company”) announced today that the Ontario Superior Court of Justice has granted a permanent injunction restraining the $1.50 hostile take-over bid made on December 10, 2008 by a wholly-owned subsidiary of Research in Motion Limited (“RIM”) from proceeding.

The injunction was granted by the Court following application by Certicom on the basis that RIM and its subsidiary had breached non-disclosure agreements entered into by Certicom and RIM in 2007 and 2008 by using confidential and proprietary information supplied by Certicom to RIM for its bid. Certicom had provided this information to RIM for its use in the course of discussions respecting a possible friendly acquisition of Certicom by RIM. As part of its ruling, the Court found that RIM and its subsidiary had breached the non-disclosure agreements.

This decision will effectively require RIM to withdraw its bid. If RIM wishes to proceed with a subsequent offer, it may do so in compliance with its non-disclosure agreements with Certicom, or with Certicom’s consent.

As previously announced, in response to RIM’s bid, Certicom formed a Special Committee of independent directors, which together with its financial and legal advisors, carefully reviewed RIM’s offer and is evaluating all of Certicom’s strategic alternatives.

Following a thorough review involving both the Special Committee of independent directors and its financial and legal advisors, the Board of Directors of Certicom found the RIM offer to be undervalued and not in the best interests of Certicom shareholders.

The Board is continuing to conduct a value maximization process that is designed to facilitate the proposal of superior alternatives from qualified third parties. The Company has established a data room to provide confidential information to interested parties and has signed non-disclosure and standstill agreements with a number of these parties.

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.

SOURCE Certicom Corp.


Source: newswire



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