Certicom Announces Receipt of $3.00 per Share Offer from RIM
Certicom’s Special Committee of independent directors is reviewing the RIM Offer, in consultation with its financial and legal advisors and in the context of the Company’s legal obligations under its arrangement agreement with VeriSign, Inc. (“VeriSign”) pursuant to which VeriSign has agreed to acquire all of the issued and outstanding shares of the Company at a cash price of
If Certicom’s Board of Directors determines that the RIM Offer is a Superior Proposal as defined in the VeriSign Agreement, VeriSign will have the right, but not the obligation, to offer to amend the terms of the VeriSign Arrangement within a period of five Business Days after Certicom has met certain conditions including providing notice in writing to VeriSign that it has determined that the RIM Offer is a Superior Proposal. Certicom’s Board of Directors is obliged to review in good faith any such offer by VeriSign to determine whether the RIM Offer would continue to be a Superior Proposal when assessed against the VeriSign Arrangement as VeriSign has offered to amend it. If the Board of Directors determines that the RIM Offer does not continue to be a Superior Proposal, the Board will promptly reaffirm its recommendation of the VeriSign Arrangement and enter into an amended arrangement agreement with VeriSign reflecting VeriSign’s offer to amend the terms of the VeriSign Arrangement. Any such amended arrangement agreement is expected to continue to contain a right of Certicom to terminate the agreement under certain circumstances if it receives an unsolicited acquisition proposal that Certicom’s Board of Directors determine is a Superior Proposal, subject to a right by VeriSign to match the Superior Proposal and certain other conditions. If VeriSign does not offer to amend the terms of the VeriSign Arrangement, Certicom is permitted to terminate the VeriSign Agreement and enter into the arrangement agreement submitted by RIM as part of the RIM Offer, subject to certain conditions including the payment of a
The arrangement agreement submitted by RIM as part of the RIM Offer is, other than the purchase price payable under that agreement, substantially similar to the VeriSign Agreement, and includes a right of termination by Certicom in the event that Certicom receives an unsolicited acquisition proposal that Certicom’s Board of Directors determine is superior to the RIM Offer, subject to payment of a
Certicom’s Board of Directors intends to advise Certicom’s shareholders of its position regarding the RIM Offer through a news release to be issued no later than
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
Certicom Safe Harbor Statement
This news release 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. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Certicom cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements relate to, among other things, the terms of any amendment to the VeriSign Agreement. The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations include, but are not limited to: the interest of third parties in Certicom and its business; general economic conditions; the state of the capital markets; foreign currency and exchange risk; performance of the market sectors that Certicom and parties with potential interest in acquiring or entering into a strategic transaction with Certicom serve; and other risks detailed from time to time in Certicom’s filings with Canadian provincial securities regulators. Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions, and Certicom and VeriSign do not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.
SOURCE Certicom Corp.