Posted on December 30, 2008, at 12:16 pm .
It’s amazing that what started as a fairly innocuous attempt to purchase a security software firm has quickly devolved into a very public takeover battle between RIM and Certicom. In this round, Certicom has come out swinging, publishing a fairly large newspaper ad urging shareholders to ‘REJECT THE HOSTILE BID’ and not tender their shares at RIM’s $1.50/share offer.
Certicom claims that RIM’s offer fails to provide fair value for their IP, cash on hand and improving financial performance. In addition, Certicom states RIM has violated confidentiality agreements and has contacted the Ontario Securities Commission for a cease trade order. We’ll keep a close eye on the story to see how RIM responds.
|via MobileSyrup|
Posted on December 22, 2008, at 9:34 am .
The RIM/Certicom takeover is starting to get messy. After urging their shareholders to take no action towards RIM’s hostile takeover of the encryption software company, Certicom intends to apply to the Ontario Superior Court of Justice and the Ontario Securities Commission for an injunction and cease trade order, respectively, preventing RIM from acquiring Certicom shares under RIM’s original offer of CDN $1.50 per share. Here’s what RIM had to say publicly in response:
While this course of conduct is consistent with Certicom’s past conduct in rebuffing RIM’s overtures to conclude a negotiated transaction with Certicom, RIM is disappointed that Certicom’s directors are again attempting to keep the decision as to whether to accept RIM’s offer out of Certicom shareholders’ hands.
RIM understands that the basis of the injunction and cease trade applications is Certicom’s allegation that RIM used confidential information contrary to the terms of agreements entered into between RIM and Certicom, and an alleged related failure by RIM to make proper disclosure in its offer to purchase and circular sent to Certicom’s shareholders. RIM intends to vigorously oppose Certicom’s allegations.
RIM also said they plan to bring an application to the Ontario Securities Commission to cease trade Certicom’s shareholder rights plan. Can’t RIM and Certicom just get into the holiday spirit and work things out?
|via Reuters|
Posted on December 12, 2008, at 11:22 am .
At this point, I bet RIM is wishing their attempted takeover of Certicom was going as smoothly as their purchase of Chalk Media. Unfortunately for RIM, Certicom isn’t playing along. One day after RIM filed a formal takeover bid for the encryption software company, Certicom brass released a statement claiming that the CDN$66 million offer undervalues the company, and urged shareholders to take no action until getting a formal evaluation from its directors’ committee.
Certicom said it has hired financial and legal advisers to assist the special committee of the board in reviewing the offer and examining other strategic options. It also said it will have a formal response to RIM’s bid by Dec. 29. RIM’s offer expires Jan. 15. Something tells me that we won’t see this resolved until then.
|via Reuters|
Posted on December 11, 2008, at 10:05 am .
When last we left RIM and Certicom, the encryption software company was seeking rival offers counter to RIM’s takover bid. RIM, however, has continued to move forward, announcing today that a wholly-owned subsidiary of RIM has formally commenced its take-over bid for all of the outstanding common shares of Certicom for CAD $1.50 in cash per share, subject to certain terms and conditions. The offer will be open for acceptance until 5:00 p.m. (Toronto time) on January 15, 2009 unless withdrawn or extended by RIM’s subsidiary.
The CAD $1.50 in cash per common share represents a premium of approximately 76.5% over the closing price of Certicom shares on December 2, 2008, being the last day prior to RIM’s public notice of its intention to make the Offer and a premium of approximately 76.1% over the volume weighted average price of the Certicom shares for the 20 trading days prior to December 3, 2008.
Continue reading ‘RIM Files Formal Take-Over Bid for Certicom’
Posted on December 5, 2008, at 2:22 pm .
On Wednesday we told you that RIM had made a $66 million offer to Certicom’s shareholders in an attempt to purchase the encryption software company. The offer had been made directly to shareholders due to stalled negotiations with Certicom management.
Today, we can tell you that Certicom has refused a request by RIM for exclusive buyout talks, and is now inviting offers from other interested parties. Certicom says it has been in talks with other companies about a possible deal but mentioned none specifically. The company has formed a special committee of its board and hired TD Securities Inc. as a financial adviser to consider RIM’s proposal and seek other bids.
RIM is offering no new statements on the matter beyond what was made Wednesday, so we’ll just have to wait and see how it plays out.
Posted on December 3, 2008, at 9:52 am .
RIM announced plans today to offer CDN $1.50 a share in cash to buy encryption software company Certicom Corp in a deal worth about CDN $66 million. The offer represents a 76.5% premium over the December 2nd closing price of Certicom stock.
RIM said it is making the offer directly to Certicom shareholders because it has been unable to advance the transaction with management since starting talks in February 2007. The offer is not subject to financing conditions and will be funded by cash on hand, said RIM. It expects to formally commence the offer by Dec 12.
RIM’s offer comes only a day after the Waterloo company cut their Q3 revenue outlook in the face of slowing subscriber growth.
|via Reuters|
