Certicom OKs RIM Buyout
MISSISSAUGA, Ontario — Certicom Corp. (TSX:CIC.TO) (”Certicom” or the “Company”) announced today that it has entered into an arrangement agreement (the “RIM Agreement”) with Research In Motion Limited (”RIM”) (Nasdaq: RIMM; TSX:RIM) under which RIM will acquire all of Certicom’s issued and outstanding common shares (the “Common Shares”) at a cash price of C$3.00 per Common Share.
The RIM Agreement follows the announcement on February 3, 2009 that Certicom had received an offer from RIM. On February 4, 2009, Certicom notified VeriSign, Inc. (”VeriSign”) that the RIM offer was a “Superior Proposal” as defined under the arrangement agreement between VeriSign and Certicom (the “VeriSign Agreement”), pursuant to which VeriSign had agreed to acquire the Common Shares at a cash price of C$2.10 per Common Share. On February 9, 2009 VeriSign notified Certicom that it would not exercise its right under the VeriSign Agreement to match the RIM offer. Certicom has terminated the VeriSign Agreement and paid a C$4 million termination fee to VeriSign.
The consideration for Certicom shareholders under the RIM Agreement represents a premium of approximately 252.9% 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 take-over bid by a wholly-owned subsidiary of RIM to acquire the Common Shares at a cash price of C$1.50 per Common Share (the “December RIM Bid”), and a premium of approximately 42.9% to the consideration offered under the VeriSign Agreement.
The RIM transaction is to be completed by way of statutory plan of arrangement (the “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 RIM, which is expected to occur in March 2009, is subject to certain customary terms and conditions but is not subject to any financing condition. The RIM Agreement also contains various termination rights, including that the board of directors of Certicom may, under certain circumstances, terminate the RIM 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 of RIM to match the superior proposal. Upon completion of the RIM transaction, the Common Shares will be de-listed from the TSX.
Certicom Corp. (Toronto: CIC)Research In Motion Ltd. (RIM) (Nasdaq: RIMM; Toronto: RIM)
