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



    MISSISSAUGA, ON, Feb. 5, 2009 /CNW/ - 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.

    %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.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890