MISSISSAUGA, ON, Feb. 26, 2009 /CNW/ - Certicom Corp. (TSX-CIC.TO)
("Certicom" or "the Company") today announced that it has mailed to
shareholders a management information circular (the "Circular") related to the
special meeting of shareholders (the "Special Meeting") at which shareholders
will be asked to vote on a special resolution to approve a statutory plan of
arrangement (the "Plan of Arrangement") under which Research In Motion Limited
("RIM") will acquire all of the outstanding common shares of Certicom for a
price of $3.00 per share.
The Plan of Arrangement is pursuant to the previously announced
arrangement agreement dated as of February 2, 2009 between Certicom and RIM
(the "Arrangement Agreement").
The Special Meeting will be held at 10:00 a.m. (Toronto time) on
Wednesday March 18, 2009 at the offices of Blake, Cassels & Graydon LLP, 23rd
Floor, Commerce Court West, Toronto, Ontario. Shareholders of record as of
5:00 p.m. (Toronto time) on February 20, 2009 will be entitled to vote in
person or by proxy at the Special Meeting. The Plan of Arrangement must be
approved by not less than two-thirds of the votes cast by shareholders present
in person or represented by proxy at the Special Meeting.
The Circular includes the recommendation of the Special Committee of
independent directors and the Board of Directors as a whole that Certicom
shareholders vote IN FAVOUR of the special resolution approving the Plan of
The Board provides numerous detailed reasons for its recommendation in
the Circular, including, among others, that the the consideration of $3.00 for
each share under the Plan of Arrangement represents a premium of approximately
252.9% to the trading price of the shares prior to the announcement of the
initial bid from RIM in December 2008 and such consideration will be paid in
cash without any financing conditions.
The Board of Directors of Certicom encourages shareholders to review the
Circular when it is received or to access it at www.sedar.com or at the
Company's website, www.certicom.com. The Board of Directors urges shareholders
to vote since every vote is important to the outcome of the Special Meeting.
Registered shareholders can submit their proxy to the Company (i) c/o
Computershare Investor Services Inc., Attention: Proxy Department, 100
University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, fax number
1-866-249-7775 (toll free in North America) or 416-263-9524, or at the
Company's registered office; (ii) by hand delivering the proxy to
Computershare Investor Services Inc., at the above address; (iii) over the
Internet by going to www.investorvote.com and following the instructions
provided; or (iv) by telephone by calling toll free 1-866-732-VOTE (8683) and
following the instructions provided.
Non-registered Shareholders who receive these materials through their
broker or other intermediary should complete and send the form of proxy or
voting instruction form in accordance with the instructions provided by their
broker or intermediary.
To be effective, a proxy must be received by the Company or Computershare
Investor Services Inc. by not later than 10:00 a.m. (Toronto time) on March
16, 2009 or, in the event the Special Meeting is adjourned or postponed, not
less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the
time of any reconvened or postponed Special Meeting.
Shareholders with questions about the Plan of Arrangement or submitting
proxies are encouraged to call Kingsdale Shareholder Services Inc, toll-free
A copy of the Circular can be found on www.certicom.com.
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: Kingsdale Shareholder Services Inc., 1-800-775-4067 (toll
free), Email: firstname.lastname@example.org