Quantcast

Certicom Determines that $3-per-share RIM Offer is a Superior Proposal

February 5, 2009

MISSISSAUGA, ON, Feb. 5, 2009 /PRNewswire-FirstCall/ – Certicom Corp. (TSX:CIC.TO) (“Certicom” or the “Company”) announced today that its Board of Directors has determined that the offer by Research In Motion Limited (“RIM”), announced on February 3, 2009, to acquire all of the issued and outstanding common shares of the Company by way of a statutory plan of arrangement at a cash price of C$3.00 per share (the “RIM Offer”) is a “Superior Proposal” as defined under the arrangement agreement between VeriSign, Inc. (“VeriSign”) and Certicom (the “VeriSign Agreement”). Under the VeriSign Agreement, VeriSign has agreed to acquire all of the issued and outstanding shares of the Company at a cash price of C$2.10 per share.

Certicom provided notice to VeriSign on February 4, 2009 that the RIM Offer is a Superior Proposal. Pursuant to the VeriSign Agreement, VeriSign has the right, but not the obligation, to offer to amend the terms of the VeriSign Agreement within five business days ending on February 11, 2009.

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. 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 determines 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 C$4 million termination fee to VeriSign.

Certicom will advise shareholders of the results of this continuing process through a news release expected to be issued no later than February 12, 2009.

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

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.


Source: newswire



comments powered by Disqus