MISSISSAUGA, ON, Feb. 10 /CNW/ - 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
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 transaction,
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
"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
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.
For further information:
For further information: Media contact: John Lute, (416) 929-5883;
Investor contact: Georgeson Shareholder Services, 1-888-605-7621 (toll free);