We wondered yesterday how RIM would respond to Certicom’s very public plea to shareholders to ignore the Waterloo company’s takeover bid. It seems as though we didn’t have to wait very long to receive our answer. RIM has announced that it will extend the expiry date of its offer to acquire all of the outstanding common shares of Certicom for CDN $1.50 in cash per share to January 27th, 2009. The previous deadline was January 15th, 2009. You can read the full release below.
Research In Motion Limited announced today that a wholly-owned subsidiary of RIM will be extending the expiry date of its offer to acquire all of the outstanding common shares of Certicom Corp. for CDN $1.50 in cash per share from January 15, 2009 to 5:00 p.m. (Toronto time) on January 27, 2009. All other terms and conditions of the offer remain unchanged. The formal notice of extension will be mailed to Certicom’s shareholders next week. As previously disclosed, Certicom is bringing applications before the Ontario Superior Court of Justice and the Ontario Securities Commission to prevent RIM’s offer from proceeding. RIM is vigorously opposing such applications and will bring its own proceedings before the Ontario Securities Commission to cease trade Certicom’s shareholder rights plan. RIM is extending the offer so that the court and regulatory proceedings can be dealt with in an orderly time frame within the context of RIM’s offer.
This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws relating to RIM’s intention to extend the expiry date of its offer to acquire all of the outstanding common shares of Certicom, the proposed timing of such extension, RIM’s intention to vigorously oppose Certicom’s applications and RIM’s intention to bring its own proceedings before the Ontario Securities Commission to cease trade Certicom’s shareholder rights plan. Forward-looking statements are based on estimates and assumptions made by RIM in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that RIM believes are appropriate in the circumstances, including its perception of the timing, terms and benefits of the proposed acquisition. Many factors could cause RIM’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: the inherent uncertainty relating to the outcome of litigation and regulatory proceedings; other unexpected developments relating to RIM’s proposed acquisition of Certicom that may affect the timing of actions described in this news release; RIM’s ability to successfully integrate the operations of Certicom; RIM’s ability to increase the adoption of Certicom’s technology and realize upon its anticipated growth prospects and potential synergies; the timing and receipt of regulatory and governmental approvals necessary to complete the acquisition and any undertakings agreed to in connection with the receipt of such approvals; RIM’s ability to attract and retain Certicom’s key employees following the acquisition; RIM’s ability to enhance Certicom’s current products and develop new products utilizing Certicom’s elliptic curve cryptography technology; other risks relating to Certicom’s business; risks relating to the restatement of RIM’s previously-filed financial statements as a result of the internal review of RIM’s historical option granting practices, and regulatory investigations and litigation relating to those matters, including possible sanctions or penalties against the Company or its directors or officers; risks relating to RIM’s and Certicom’s intellectual property rights; RIM’s ability to enhance its current products and develop new products; RIM’s reliance on carrier partners, third-party network developers and suppliers; risks relating to the efficient and uninterrupted operation of RIM’s network operations center; risks related to RIM’s international operations; and intense competition. Certain of these risk factors and others relating to RIM are discussed in greater detail in the “Risk Factors” section of RIM’s Annual Information Form, which is included in its Annual Report on Form 40-F and RIM’s MD&A (copies of which filings may be obtained at www.sedar.com or www.sec.gov), and RIM’s other public filings with the Securities and Exchange Commission and Canadian securities regulators. These factors should be considered carefully, and readers should not place undue reliance on RIM’s forward-looking statements. RIM has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.