- Published: 23 January 2009
- Written by Editor
Certicom announces agreement for acquisition by VeriSign, Inc. for C$2.10 per share
Certicom Corp. (TSX: CIC.TO) (the "Company" or "Certicom") today announced it has entered into an arrangement agreement with VeriSign, Inc. (NASDAQ:VRSN) ("VeriSign") whereby VeriSign will acquire all of the outstanding common shares of Certicom ("Common Shares") at a cash price of C$2.10 per Common Share.
The agreed transaction price represents a premium of approximately 147.1% over the closing price of the Common Shares on the Toronto Stock Exchange ("TSX") on December 2, 2008, the last trading day prior to the announcement of the unsolicited takeover bid for the Common Shares by a wholly-owned subsidiary of Research In Motion Limited (the "RIM Bid") and a premium of approximately 25.7% over the closing price of the Common Shares on the TSX on January 22, 2009. It also represents a premium of 40% over the recently withdrawn RIM Bid. The total purchase price of the transaction is C$92 million (US$73 million at current exchange rates).
The transaction will be completed by way of statutory plan of arrangement under the Canada Business Corporations Act. The plan of arrangement is subject to court approval and must be approved by two-thirds of the votes cast by Certicom shareholders at a shareholders' meeting expected to be held in March 2009. Completion of the transaction is also subject to certain customary conditions but is not subject to any financing condition. The arrangement agreement also contains various termination rights, including that the board of directors of Certicom may under certain circumstances terminate the agreement in favour of an unsolicited superior proposal, consistent with its fiduciary duties, subject to payment of a termination fee of C$4 million and subject to a right by VeriSign to match the superior proposal in question. The transaction is expected to close in March 2009. Upon completion of the transaction the Common Shares will be de-listed from the TSX.
The VeriSign transaction is the outcome of a previously announced review of strategic alternatives conducted by the special committee of independent directors of Certicom (the "Special Committee") which was formed in response to the announcement of the RIM Bid. TD Securities Inc. acted as exclusive financial advisor and Blake, Cassels & Graydon LLP acted as legal counsel to Certicom and the Special Committee.
The Special Committee and the Board previously recommended Certicom shareholders reject the RIM Bid as inadequate and not in shareholders' best interests. The RIM Bid has since been withdrawn.
The Special Committee established a value maximization process which included initiating an auction process in which a number of parties signed confidentiality agreements and were granted access to corporate information that would enable such parties to propose an alternative to the RIM Bid.
The Board of Directors of Certicom, after receiving the recommendation of the Special Committee, has unanimously concluded that the VeriSign transaction is in the best interests of shareholders, and unanimously recommends that shareholders of Certicom vote in favour of the transaction at the shareholders' meeting to be held to approve the transaction.
TD Securities Inc. has advised the Special Committee and the Board of Directors of Certicom that it is of the opinion that, as of the date hereof, the consideration is fair, from a financial point of view, to Certicom's shareholders.
"The Special Committee and the Board conducted a thorough process on behalf of Certicom shareholders resulting in a significant increase in value for the Company and its owners," said Jeffrey Chisholm, Chairman of the Board of Directors of Certicom. "We believe this transaction also represents a very promising opportunity for our customers and employees. Joining forces with VeriSign creates wider international opportunities for our employees while customers will benefit from the combination of Certicom's leading cryptography and VeriSign's infrastructure."
The factors considered by the Special Committee and the Board of Directors, a copy of TD Securities Inc.'s fairness opinion and other relevant background information will be included in the information circular to be mailed in February 2009 to the Company's shareholders in advance of the special meeting to consider the plan of arrangement. A material change report, which provides more details on the transaction and the arrangement agreement will be filed with the Canadian securities regulators shortly and will be available at www.sedar.com and at Certicom's website at www.certicom.com.
Shareholders should consult their own investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor with respect to the transaction.
VeriSign Inc. operates infrastructure services that enable and protect billions of interactions every day across the world's voice, video and data networks. VeriSign offers a variety of Internet and communications-related services which are marketed through Web site sales, direct field sales, channel sales, telesales, and member organizations in its global affiliate network.
Certicom manages and protects the value of content, applications and devices with government approved security. Adopted by the National Security Agency (NSA) for government communications, Elliptic Curve Cryptography (ECC) provides the most security per bit of any known public-key scheme. As the global leader in ECC, Certicom's security offerings are currently licensed to hundreds of multinational technology companies, including IBM, General Dynamics, Motorola, Oracle and Research In Motion. Founded in 1985, Certicom's corporate offices are in Mississauga, Ontario, Canada with worldwide sales and marketing headquarters in Reston, Virginia and offices in Europe and Asia. Visit www.certicom.com.
Certicom Safe Harbor Statement
This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Certicom, or developments in Certicom's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Certicom cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements relate to, among other things, Certicom and VeriSign's ability to close the transaction in the time period anticipated, if at all, which is dependent upon the parties' ability to comply with the closing conditions to the transactions, some of which are beyond the control of Certicom and/or VeriSign. The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations include, but are not limited to: the interest of third parties in Certicom and its business; general economic conditions; the state of the capital markets; foreign currency and exchange risk; performance of the market sectors that Certicom and parties with potential interest in acquiring or entering into a strategic transaction with Certicom serve; and other risks detailed from time to time in Certicom's filings with Canadian provincial securities regulators. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and Certicom and VeriSign do not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.
SOURCE: Certicom Corp.
Media contact: John Lute, (416) 929-5883; Investor relations contact: Herv� S�guin, CFO, (905) 501-3827