14 DAY TRIAL // Certicom Corp. announced that it has entered into an arrangement agreement with Research In Motion Limited, according to which RIM will purchase all of Certicom’s issued and outstanding common shares for the cash price of C$3.00 per share. Yesterday, the company announced that VeriSign, Inc. had sent it a notice to inform on the fact that VeriSign did not plan to exercise its right to match the offer placed by Research In Motion Limited on February 3, 2009 for the common shares of Certicom.
VeriSign offered a cash price of C$2.10 per share for the acquisition of all the issued and outstanding shares of the company, a proposal that was outpaced by RIM. Certicom’s Board of Directors approved of RIM's offer, and the company announced that it would pay C$4 million termination fee to VeriSign and that it would end their agreement.
At the moment, Certicom has approximately 43.7 million shares outstanding, and the 3 Canadian dollars a share ($2.41) cash offer will total about 131 million Canadian dollars ($105.1 million) for all the issued and outstanding shares of the company.
Back in December, RIM placed a bid of CA$1.50 per share for the company's stocks, but the Internet infrastructure company VeriSign Inc. came with a superior offer of CA$2.10-per-share price. The Waterloo, Ontario-based RIM came up with a second offer of CA$3 per share, which has now been approved by the company.
The deal between Certicom Corp. and Research In Motion is subject to court and also needs to be approved by two thirds of the votes cast by Certicom shareholders, at a meeting that should be held in March 2009. At the same time, the deal is expected to close in March, yet it is still subject to customary terms and conditions, although not subjected to any financing condition.
“The Board and the Special Committee believe that the process we undertook has delivered the optimal value to our shareholders,” said Jeffrey Chisholm, chairman of the Board of Directors of Certicom. “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.”