(Adds Certicom response)
OTTAWA Dec 3 BlackBerry maker Research In Motion RIM.TO RIMM.O said on Wednesday it plans to make a direct takeover offer to Certicom Corp (CIC.TO) shareholders of C$1.50 a share in cash because it has been unable to advance talks with the encryption software firm's management.
The offer, which comes after RIM cut its third-quarter profit and revenue outlook, represents a 76.5 percent premium over the closing price of Certicom stock on Dec 2, RIM said.
The bid, which values Certicom at about C$66 million ($52 million), is not subject to financing conditions and will be funded by cash on hand, RIM said. It expects to formally commence the offer by Dec 12 after receiving a shareholder list from Certicom.
RIM said it began talks with Certicom management in February 2007 to evaluate a transaction, and conducted due diligence at various times afterward.
"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," RIM co-Chief Executive Jim Balsillie said in a statement.
Mississauga, Ontario-based Certicom, which counts RIM as a customer, said late Wednesday that several parties had expressed unsolicited interest in a potential transaction and that it had formed a special committee to explore its options.
"This special committee, together with Certicom's advisers, will evaluate and consider the adequacy of RIM's proposal, solicit other proposals, consider the full range of alternatives to maximize shareholder value and make a recommendation to the full board of Certicom," the company said in a statement.
The bid will be open for 35 calendar days from the day of mailing and requires two-thirds approval, said Waterloo, Ontario-based RIM.
Certicom stock shot up 76.5 percent in opening trade on the Toronto Stock Exchange on Wednesday to C$1.50, while RIM shares fell 2 percent to C$45 in Toronto and 3.3 percent to $36.09 on Nasdaq. ($1=$1.25 Canadian) (Reporting by Susan Taylor; editing by Rob Wilson)