UPDATE 1-Certicom says Verisign will not match RIM's offer

TORONTO, Feb 10 (Reuters) - Security software maker Certicom Corp CIC.TO said on Tuesday that it has received notice from VeriSign Inc (VRSN.O) that it will not try to match BlackBerry maker Research In Motion's (RIM.TO) (RIMM.O) last takeover offer for Certicom.

RIM made a sweetened offer of C$3 a share for Certicom last week that valued the cryptography company at about C$131 million ($106.5 million) and significantly trumped VeriSign's C$2.10 per share bid. It also doubled RIM's initial hostile takeover offer, made in December.

Certicom, whose technology has been approved by the U.S. National Security Agency for government communications, said its board of directors will meet on Tuesday and is expected to approve RIM's bid.

Internet security provider VeriSign will receive a C$4 million termination fee if RIM's takeover goes through.

Shares in Certicom dropped nearly 8.6 percent in early trade on the Toronto Stock Exchange on Tuesday to C$2.98 on news that a better takoever offer has not emerged.

($1=$1.22 Canadian) (Reporting by Claire Sibonney, editing by Peter Galloway)