Certicom announces agreement for acquisition by VeriSign, Inc. for C$2.10 per share



    MISSISSAUGA, ON, Jan. 23, 2009 /CNW/ - Certicom Corp. (TSX: CIC.TO) (the
"Company" or "Certicom") today announced it has entered into an arrangement
agreement with VeriSign, Inc. (NASDAQ:  VRSN) ("VeriSign") whereby VeriSign will
acquire all of the outstanding common shares of Certicom ("Common Shares") at
a cash price of C$2.10 per Common Share.
    The agreed transaction price represents a premium of approximately 147.1%
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 takeover bid for the Common Shares by a wholly-owned
subsidiary of Research In Motion Limited (the "RIM Bid") and a premium of
approximately 25.7% over the closing price of the Common Shares on the TSX on
January 22, 2009. It also represents a premium of 40% over the recently
withdrawn RIM Bid. The total purchase price of the transaction is C$92 million
(US$73 million at current exchange rates).
    The transaction will be completed by way of statutory 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 transaction is also subject to certain customary
conditions but is not subject to any financing condition. The arrangement
agreement also contains various termination rights, including that the board
of directors of Certicom may under certain circumstances terminate the
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 by VeriSign to match the superior proposal in question. The
transaction is expected to close in March 2009. Upon completion of the
transaction the Common Shares will be de-listed from the TSX.
    The VeriSign transaction is the outcome of a previously announced review
of strategic alternatives conducted by the special committee of independent
directors of Certicom (the "Special Committee") which was formed in response
to the announcement of the RIM Bid. TD Securities Inc. acted as exclusive
financial advisor and Blake, Cassels & Graydon LLP acted as legal counsel to
Certicom and the Special Committee.
    The Special Committee and the Board previously recommended Certicom
shareholders reject the RIM Bid as inadequate and not in shareholders' best
interests. The RIM Bid has since been withdrawn.
    The Special Committee established a value maximization process which
included initiating an auction process in which a number of parties signed
confidentiality agreements and were granted access to corporate information
that would enable such parties to propose an alternative to the RIM Bid.
    The Board of Directors of Certicom, after receiving the recommendation of
the Special Committee, has unanimously concluded that the VeriSign transaction
is in the best interests of shareholders, and unanimously recommends that
shareholders of Certicom vote in favour of the transaction at the
shareholders' meeting to be held to approve the transaction.
    TD Securities Inc. has advised the Special Committee and the Board of
Directors of Certicom that it is of the opinion that, as of the date hereof,
the consideration is fair, from a financial point of view, to Certicom's
shareholders.
    "The Special Committee and the Board conducted a thorough process on
behalf of Certicom shareholders resulting in a significant increase in value
for the Company and its owners," said Jeffrey Chisholm, Chairman of the Board
of Directors of Certicom. "We believe this transaction also represents a very
promising opportunity for our customers and employees. Joining forces with
VeriSign creates wider international opportunities for our employees while
customers will benefit from the combination of Certicom's leading cryptography
and VeriSign's infrastructure."
    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 in February 2009 to the Company's shareholders in advance of the
special meeting to consider the plan of arrangement. A material change report,
which provides more details on the transaction and the arrangement 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 transaction.

    About VeriSign

    VeriSign Inc. operates infrastructure services that enable and protect
billions of interactions every day across the world's voice, video and data
networks. VeriSign offers a variety of Internet and communications-related
services which are marketed through Web site sales, direct field sales,
channel sales, telesales, and member organizations in its global affiliate
network.

    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, Certicom and VeriSign'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 and/or
VeriSign. 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.

    %SEDAR: 00003865E




For further information:

For further information: Media contact: John Lute, (416) 929-5883;
Investor relations contact: Hervé Séguin, CFO, (905) 501-3827

Organization Profile

CERTICOM CORP.

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