Certicom Announces Receipt of $3.00 per Share Offer from RIM



    MISSISSAUGA, ON, Feb. 3, 2009 /CNW/ - Certicom Corp. (TSX:CIC.TO)
("Certicom" or the "Company") announced today the receipt of an offer from
Research In Motion Limited ("RIM") for the acquisition of 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"). The RIM
Offer consists of an arrangement agreement executed on behalf of RIM, and is
open for acceptance by Certicom until noon on February 12, 2009. The RIM Offer
is not subject to any due diligence condition, and RIM has indicated that the
purchase price payable under its offer will be funded from RIM's cash balance.
    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 C$2.10 per share (the "VeriSign Agreement"). The purchase price
payable under the RIM Offer represents a premium of approximately 43% over the
purchase price payable by VeriSign pursuant to the plan of arrangement
contemplated by the VeriSign Agreement (the "VeriSign Arrangement").
    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 C$4 million termination fee to
VeriSign.
    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 C$4 million termination fee to RIM and subject
to a right by RIM to match the superior proposal in question.
    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 February 5, 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.

    %SEDAR: 00003865E




For further information:

For further information: Media contact: John Lute, (416) 929-5883;
Investor contact: Georgeson Shareholder Services, 1-888-605-7621 (toll free)

Organization Profile

CERTICOM CORP.

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