RIM Subsidiary Files Formal Take-Over Bid for Certicom
Waterloo, ON – Research In Motion Limited (“RIM”) (Nasdaq: RIMM; TSX: RIM) announced today that a wholly-owned subsidiary of RIM has formally commenced its take-over bid (the “Offer”) for all of the outstanding common shares of Certicom Corp. (TSX: CIC) for CAD $1.50 in cash per share, subject to certain terms and conditions. The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on January 15, 2009 unless withdrawn or extended by RIM’s subsidiary.
The CAD $1.50 in cash per common share represents a premium of approximately 76.5% over the closing price of Certicom shares on December 2, 2008, being the last day prior to RIM’s public notice of its intention to make the Offer and a premium of approximately 76.1% over the volume weighted average price of the Certicom shares for the 20 trading days prior to December 3, 2008.
The formal announcements of the Offer appeared today in The Globe and Mail and in Le Devoir. RIM’s subsidiary has filed the take-over bid circular and related documents, in both English and French, with the Canadian securities regulatory authorities. These documents will be available at www.sedar.com. A take-over bid circular will be mailed to shareholders upon receipt of a shareholder list from Certicom.
The Offer is subject to customary conditions including that at least 66 ⅔% of the Certicom shares (on a fully-diluted basis) are validly deposited and not validly withdrawn on the expiry date of the Offer.
Certicom shareholders are urged to read the take-over bid circular and related documents. Questions regarding the Offer and assistance in depositing Certicom shares under the Offer should be directed to Kingsdale Shareholder Services Inc., the Information Agent for the Offer, at 1-800-775-4067.
Copies of the take-over bid circular and related documents may be obtained without charge from CIBC Mellon Trust Company, the Depositary for the Offer, at 1-800-387-0825.
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. The words “expect”, “anticipate”, “estimate”, “will”, “should”, “intend”, “believe”, “plan”, and similar expressions 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.
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, the offeror may, in its sole discretion, take such action as it deems necessary to extend the Offer in any such jurisdiction.
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