RIM to Offer CAD $1.50 Per Share in Cash for Certicom
Offer Price Represents a Substantial Premium of 76.5% over Certicom’s December 2, 2008 Closing Price
Waterloo, ON – 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The Offer will only be subject to customary conditions, including there having been deposited under the Offer and not withdrawn, a number of Certicom Shares which constitutes not less than 66 2/3% of the outstanding Certicom Shares (on a fully diluted basis), there having been obtained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.
About 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). For more information, visit www.rim.com or www.BlackBerry.com.
This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws relating to RIM’s proposed acquisition of Certicom, including statements regarding its intention to make the Offer, the proposed Offer price and other terms of the Offer, growth prospects and potential synergies, and RIM’s plans and expectations with respect to Certicom and its technology. The terms and phrases “intention”, “would”, “growth prospects”, “potential synergies”, “will”, “expects”, and similar terms and phrases are intended to identify these forward-looking statements. Forward-looking statements are based on estimates and assumptions made by RIM in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that RIM believes are appropriate in the circumstances, including its perception of the timing, terms and benefits of the proposed acquisition. Many factors could cause RIM’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: RIM’s ability to successfully integrate the operations of Certicom; RIM’s ability to increase the adoption of Certicom’s technology and realize upon its anticipated growth prospects and potential synergies; the timing and receipt of regulatory and governmental approvals necessary to complete the acquisition and any undertakings agreed to in connection with the receipt of such approvals; RIM’s ability to attract and retain Certicom’s key employees following the acquisition; RIM’s ability to enhance Certicom’s current products and develop new products utilizing Certicom’s elliptic curve cryptography technology; other risks relating to Certicom’s business; risks relating to the restatement of RIM’s previously-filed financial statements as a result of the internal review of RIM’s historical option granting practices, and regulatory investigations and litigation relating to those matters, including possible sanctions or penalties against the Company or its directors or officers; risks relating to RIM’s and Certicom’s intellectual property rights; RIM’s ability to enhance its current products and develop new products; RIM’s reliance on carrier partners, third-party network developers and suppliers; risks relating to the efficient and uninterrupted operation of RIM’s network operations center; risks related to RIM’s international operations; and intense competition. Certain of these risk factors and others relating to RIM are discussed in greater detail in the “Risk Factors” section of RIM’s Annual Information Form, which is included in its Annual Report on Form 40-F and RIM’s MD&A (copies of which filings may be obtained at www.sedar.com or www.sec.gov), and RIM’s other public filings with the Securities and Exchange Commission and Canadian securities regulators. These factors should be considered carefully, and readers should not place undue reliance on RIM’s forward-looking statements. RIM has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The BlackBerry and RIM families of related marks, images and symbols are the exclusive properties and trademarks of Research In Motion Limited. RIM, Research in Motion and BlackBerry are registered with the U.S. Patent and Trademark Office and may be pending or registered in other countries. All other brands, product names, company names, trademarks and service marks are the properties of their respective owners. RIM assumes no obligations or liability and makes no representation, warranty, endorsement or guarantee in relation to any aspect of any third party products or services.
RIM AND ITS AFFILIATES HAVE NOT YET COMMENCED THE OFFER REFERRED TO IN THIS PRESS RELEASE. UPON THE COMMENCEMENT OF THE OFFER, RIM WILL FILE A TAKE-OVER BID CIRCULAR WITH THE PROVINCIAL SECURITIES COMMISSIONS IN CANADA. THE TAKE-OVER BID CIRCULAR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ BY SHAREHOLDERS. WHEN THE OFFER IS COMMENCED, A SHAREHOLDER WILL BE ABLE TO OBTAIN AT NO CHARGE THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND ALL OTHER DOCUMENTS WHEN THEY BECOME AVAILABLE ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. Accordingly, this announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The release, publication and distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published and distributed should inform themselves about and observe such restrictions. The Offer is not being made in, nor will deposits of securities be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, RIM may, in its sole discretion, take such action as it deems necessary to extend the Offer in any such jurisdiction.
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