(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
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,
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
(Reporting by Susan Taylor; editing by Rob Wilson)