MISSISSAUGA, ON, Jan. 19, 2009 /CNW/ - Certicom Corp. (TSX-CIC.TO)
("Certicom" or "the Company") announced today that the Ontario Superior Court
of Justice has granted a permanent injunction restraining the $1.50 hostile
take-over bid made on December 10, 2008 by a wholly-owned subsidiary of
Research in Motion Limited ("RIM") from proceeding.
The injunction was granted by the Court following application by Certicom
on the basis that RIM and its subsidiary had breached non-disclosure
agreements entered into by Certicom and RIM in 2007 and 2008 by using
confidential and proprietary information supplied by Certicom to RIM for its
bid. Certicom had provided this information to RIM for its use in the course
of discussions respecting a possible friendly acquisition of Certicom by RIM.
As part of its ruling, the Court found that RIM and its subsidiary had
breached the non-disclosure agreements.
This decision will effectively require RIM to withdraw its bid. If RIM
wishes to proceed with a subsequent offer, it may do so in compliance with its
non-disclosure agreements with Certicom, or with Certicom's consent.
As previously announced, in response to RIM's bid, Certicom formed a
Special Committee of independent directors, which together with its financial
and legal advisors, carefully reviewed RIM's offer and is evaluating all of
Certicom's strategic alternatives.
Following a thorough review involving both the Special Committee of
independent directors and its financial and legal advisors, the Board of
Directors of Certicom found the RIM offer to be undervalued and not in the
best interests of Certicom shareholders.
The Board is continuing to conduct a value maximization process that is
designed to facilitate the proposal of superior alternatives from qualified
third parties. The Company has established a data room to provide confidential
information to interested parties and has signed non-disclosure and standstill
agreements with a number of these parties.
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)