Research In Motion Limited ("RIM") (Nasdaq: RIMM; TSX: RIM) announced its intention to make an offer (the "Offer") to acquire all of the issued and outstanding shares (the "Certicom Shares") of Certicom Corp. ("Certicom") (TSX: CIC) at a price of CAD $1.50 cash per Certicom Share.
The Offer price represents a premium of approximately 76.5% over the closing price of Certicom Shares on December 2, 2008 and a premium of approximately 76.1% over the volume weighted average trading price of Certicom Shares for the previous 20 trading days. The total acquisition cost is expected to be approximately CAD $66 million.
"Beginning in February 2007, RIM commenced discussions with Certicom management to evaluate a potential transaction. At various points since beginning discussions, RIM has conducted certain due diligence on the business and we continue to believe Certicom is a natural fit for RIM. Our collective expertise and business resources would increase the adoption of Certicom's technology," said Jim Balsillie, Co-CEO of RIM. "We believe our proposed offer is fair, reflects the full value of Certicom and takes into account the growth prospects and potential synergies made possible by this transaction. As we are unable to engage Certicom management in a meaningful dialogue to advance the terms of a potential transaction, we believe it is in the best interests of our respective shareholders, employees and customers to make this attractive offer directly to Certicom shareholders now."
The Offer will not be subject to any financing conditions and will be funded with RIM's cash on hand. The Offer will be made to Certicom's shareholders following receipt of a complete shareholder list from Certicom or earlier by publication of an advertisement and filing of the take-over bid circular as required under applicable Canadian securities laws. The take-over bid will be open for acceptance for 35 calendar days from the date of mailing or publication of an advertisement of the take-over bid that includes full details of the Offer. RIM intends to formally commence the Offer on or before December 12, 2008.
The Offer will only be subject to customary conditions, including there having been deposited under the Offer and not withdrawn, a number of Certicom Shares which constitutes not less than 66 2/3% of the outstanding Certicom Shares (on a fully diluted basis), there having been obtained all government and regulatory approvals that RIM considers necessary or desirable in connection with the Offer, the waiver or cease trade of the Certicom shareholder rights plan and no material adverse change having occurred in the business of Certicom.
Research In Motion (RIM)
Research In Motion is a leading designer, manufacturer and marketer of innovative wireless solutions for the worldwide mobile communications market. Through the development of integrated hardware, software and services that support multiple wireless network standards, RIM provides platforms and solutions for seamless access to time-sensitive information including email, phone, SMS messaging, Internet and intranet-based applications. RIM's portfolio of award-winning products, services and embedded technologies are used by thousands of organizations around the world and include the BlackBerry® wireless platform, the RIM Wireless Handheld? product line, software development tools, radio-modems and software/hardware licensing agreements. Founded in 1984 and based in Waterloo, Ontario, RIM operates offices in North America, Europe and Asia Pacific. RIM is listed on the Nasdaq Stock Market (Nasdaq: RIMM) and the Toronto Stock Exchange (TSX: RIM).
Source: RIM