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UPDATE 3-VeriSign to buy Canada's Certicom; RIM backs out

*VeriSign offers C$2.10 a share, C$92 million total

*Deal represents 26 pct premium

*Bid trumps RIM offer of C$1.50 per share (Adds details. Changes dateline)

TORONTO, Jan 23 (Reuters) - Internet security provider VeriSign Inc VRSN.O agreed to acquire Canada's Certicom Corp CIC.TO, just days after Blackberry maker Research in Motion RIM.TO withdrew its hostile offer for the software company.

VeriSign will either pay about C$92 million ($73 million), or C$50 million net of Certicom’s existing cash and short-term marketable securities, the companies said on Friday.

The C$2.10 a share offer represents a premium of about 26 percent over the C$1.67 closing price of Certicom’s common shares on the Toronto Stock Exchange on Jan. 22.

Research in Motion withdrew its C$66 million hostile takeover offer for Certicom on Tuesday after an Ontario Superior Court granted Certicom’s request for an injunction. RIM argued that the injunction meant the conditions of the offer, made in December, could no longer be met.

RIM offered of C$1.50 per share for Certicom in December after the Mississauga, Ontario-based maker of encryption software spurned a friendly deal.

With the acquisition, VeriSign will gain a leadership position in Elliptic Curve Cryptography, a technology that VeriSign said is generally recognized as a highly efficient form of public-key encryption.

Certicom licenses its ECC technology to software vendors and device manufacturers. The company's customers include General Dynamics Corp GD.N, Motorola Inc MOT.N and Research In Motion.

The announcement comes at a time when Mountain View, California-based VeriSign is still looking to fill its top job as it seeks to hasten a long-drawn-out restructuring process and come up with a vision for its next step.

The company, which has seen two chief executives leave in the past two years, presently has its executive chairman Jim Bidzos as the interim CEO. ($1=$1.26 Canadian) (Reporting by Scott Anderson, additional reporting by Bijoy Koyitty in Bangalore; Editing by Steve Orlofsky)

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