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Certicom Announces Agreement for Acquisition by RIM for C$3.00 per Common Share

February 10, 2009

MISSISSAUGA, ON, Feb. 10 /PRNewswire-FirstCall/ – Certicom Corp. (TSX:CIC.TO) (“Certicom” or the “Company”) announced today that it has entered into an arrangement agreement (the “RIM Agreement”) with Research In Motion Limited (“RIM”) (Nasdaq:RIMM; TSX:RIM) under which RIM will acquire all of Certicom’s issued and outstanding common shares (the “Common Shares”) at a cash price of C$3.00 per Common Share.

The RIM Agreement follows the announcement on February 3, 2009 that Certicom had received an offer from RIM. On February 4, 2009, Certicom notified VeriSign, Inc. (“VeriSign”) that the RIM offer was a “Superior Proposal” as defined under the arrangement agreement between VeriSign and Certicom (the “VeriSign Agreement”), pursuant to which VeriSign had agreed to acquire the Common Shares at a cash price of C$2.10 per Common Share. On February 9, 2009 VeriSign notified Certicom that it would not exercise its right under the VeriSign Agreement to match the RIM offer. Certicom has terminated the VeriSign Agreement and paid a C$4 million termination fee to VeriSign.

The consideration for Certicom shareholders under the RIM Agreement represents a premium of approximately 252.9% over the closing price of the Common Shares on the Toronto Stock Exchange (“TSX”) on December 2, 2008, the last trading day prior to the announcement of the unsolicited take-over bid by a wholly-owned subsidiary of RIM to acquire the Common Shares at a cash price of C$1.50 per Common Share (the “December RIM Bid”), and a premium of approximately 42.9% to the consideration offered under the VeriSign Agreement.

The RIM transaction is to be completed by way of statutory plan of arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act. The Plan of Arrangement is subject to court approval and must be approved by two-thirds of the votes cast by Certicom shareholders at a shareholders’ meeting expected to be held in March 2009. Completion of the RIM, which is expected to occur in March 2009, is subject to certain customary terms and conditions but is not subject to any financing condition. The RIM Agreement also contains various termination rights, including that the board of directors of Certicom may, under certain circumstances, terminate the RIM Agreement in favour of an unsolicited superior proposal, consistent with its fiduciary duties, subject to payment of a termination fee of C$4 million and subject to a right of RIM to match the superior proposal. Upon completion of the RIM transaction, the Common Shares will be de-listed from the TSX.

The RIM transaction is the outcome of a process to maximize shareholder value conducted by a special committee of independent directors of Certicom (the “Special Committee”) which was formed in response to the announcement of the December RIM Bid. The Special Committee’s value maximization process included initiating an auction process whereby a number of parties signed confidentiality agreements and were granted access to confidential corporate information.

“The Board and the Special Committee believe that the process we undertook has delivered the optimal value to our shareholders,” said Jeffrey Chisholm, Chairman of the Board of Directors of Certicom. “The Board of Directors of Certicom has concluded that the RIM transaction is in the best interests of the Corporation, and unanimously recommends that shareholders of Certicom vote in favour of the Plan of Arrangement at the shareholders’ special meeting to be held in respect of the RIM transaction.”

TD Securities Inc. acted as financial advisor and Blake, Cassels & Graydon LLP acted as legal counsel to Certicom and the Special Committee.

TD Securities Inc. has advised the Special Committee, and the Board of Directors of Certicom that it is of the opinion that the consideration is fair, from a financial point of view, to Certicom’s shareholders.

The factors considered by the Special Committee and the Board of Directors, a copy of TD Securities Inc.’s fairness opinion and other relevant background information will be included in the information circular to be mailed to the Company’s shareholders in advance of the special shareholders’ meeting. A material change report, which provides more details on the RIM transaction and the RIM Agreement, will be filed with the Canadian securities regulators shortly and will be available at www.sedar.com and at Certicom’s website at www.certicom.com.

Shareholders should consult their own investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor with respect to the RIM transaction.

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, Certicom and RIM’s ability to close the transaction in the time period anticipated, if at all, which is dependent upon the parties’ ability to comply with the closing conditions to the transactions, some of which are beyond the control of Certicom. 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 does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

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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