RIM To Oppose Certicomís Applications
Waterloo, ON - Research In Motion Limited (ďRIMĒ) (Nasdaq: RIMM; TSX: RIM) announced today that it has been advised that Certicom Corp. (ďCerticomĒ) (TSX: CIC) intends to apply to the Ontario Superior Court of Justice and the Ontario Securities Commission for an injunction and cease trade order, respectively, preventing RIM from acquiring Certicom shares under RIMís offer, dated December 10, 2008, for all of Certicomís shares at a price of CDN$1.50 per share. While this course of conduct is consistent with Certicomís past conduct in rebuffing RIMís overtures to conclude a negotiated transaction with Certicom, RIM is disappointed that Certicomís directors are again attempting to keep the decision as to whether to accept RIMís offer out of Certicom shareholdersí hands.
RIM understands that the basis of the injunction and cease trade applications is Certicomís allegation that RIM used confidential information contrary to the terms of agreements entered into between RIM and Certicom, and an alleged related failure by RIM to make proper disclosure in its offer to purchase and circular sent to Certicomís shareholders. RIM intends to vigorously oppose Certicomís allegations.
Certicom has an obligation under securities laws to publicly disclose all material information on a continuous basis. If the Certicom directors are of the view that there is any other material information that has not been disclosed to Certicomís shareholders, the Certicom directors should disclose such information in their directorsí circular, which is to be mailed to Certicom shareholders by December 29, 2008.
RIM intends at the appropriate time to bring an application to the Ontario Securities Commission to cease trade Certicomís shareholder rights plan.
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. RIMís portfolio of award-winning products, services and embedded technologies are used by thousands of organizations around the world and include the BlackBerryģ wireless platform, the RIM Wireless Handheldô 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 RIMís proposed acquisition of Certicom, RIMís intention to vigorously oppose Certicomís applications and RIMís intention to bring its own application to the Ontario Securities Commission to cease trade Certicomís shareholder rights plan. 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 RIMís actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: the inherent uncertainty relating to the outcome of litigation and regulatory proceedings; RIMís ability to successfully integrate the operations of Certicom; RIMís ability to increase the adoption of Certicomís 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; RIMís ability to attract and retain Certicomís key employees following the acquisition; RIMís ability to enhance Certicomís current products and develop new products utilizing Certicomís elliptic curve cryptography technology; other risks relating to Certicomís business; risks relating to the restatement of RIMís previously-filed financial statements as a result of the internal review of RIMís 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 RIMís and Certicomís intellectual property rights; RIMís ability to enhance its current products and develop new products; RIMís reliance on carrier partners, third-party network developers and suppliers; risks relating to the efficient and uninterrupted operation of RIMís network operations center; risks related to RIMís international operations; and intense competition. Certain of these risk factors and others relating to RIM are discussed in greater detail in the ďRisk FactorsĒ section of RIMís Annual Information Form, which is included in its Annual Report on Form 40-F and RIMís MD&A (copies of which filings may be obtained at www.sedar.com or www.sec.gov), and RIMís 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 RIMís 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. RIMís offer for Certicom 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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