RIM all set to aquire Certicom

MISSISSAUGA, ON, CANADA: Certicom Corp. ("Certicom" or the "Company") announced that it had entered into an arrangement agreement (the "RIM Agreement") with Research In Motion Limited ("RIM") under which RIM would 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 followed 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 had 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 percent 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 percent to the consideration offered under the VeriSign Agreement.

The RIM transaction would be completed by way of statutory plan of arrangement (the "Plan of Arrangement") under the Canada Business Corporations Act. The Plan of Arrangement would be subjected 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.

The RIM transaction is the outcome of a process to maximize shareholder value conducted by a special committee of independent directors of Certicom (the "Special Committee") which was formed in response to the announcement of the December RIM Bid. The Special Committee's value maximization process included initiating an auction process whereby a number of parties signed confidentiality agreements and were granted access to confidential corporate information.

Jeffrey Chisholm, Chairman of the Board of Directors of Certicom, said: "The Board and the Special Committee believe that the process we undertook has delivered the optimal value to our shareholders. The Board of Directors of Certicom has concluded that the RIM transaction is in the best interests of the corporation, and unanimously recommends that shareholders of Certicom vote in favour of the Plan of Arrangement at the shareholders' special meeting to be held in respect of the RIM transaction."

Source: PR News Wire