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Oh snap! VeriSign buys Certicom for C$92 million

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What a bad week for RIM. First, they’re forced to withdraw their hostile takeover bid of Certicom due to a Superior Court Order. Then, news breaks that RIM’s co-CEOs Mike Lazaridis and Jim Balsillie may be dinged for up to C$100 million for a backdating scandal (it looks like Balsillie may also have to step down from the Board of Directors). To close out the week, RIM has awoken today to learn that Internet security provider VeriSign has agreed to purchase Certicom for C$2.10 a share, roughly C$92 million total. VeriSign’s offer trumps RIM’s C$1.50 a share offer – I guess Certicom was serious when they said RIM had undervalued them.

Certicom board chairman Jeffrey Chisholm said “The special committee and the board conducted a thorough process on behalf of Certicom shareholders resulting in a significant increase in value for the company and its owners. We believe this transaction also represents a very promising opportunity for our customers and employees.”

Honestly, RIM, just go back to bed. Take a waiver on the day, have a fun weekend, and come back Monday pretending this week never happened. Thanks to my boy M-Dawg for the tip!

Read full Certicom Press Release

How much will Certicom failure hurt RIM?

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RIM logo While we have closely covered the back and forth between RIM and Canadian security specialist Certicom, we’ve never really taken the time to discuss why exactly RIM put forth the hostile bid after months of courting. Thankfully, James Rogers of TheStreet.com has done the work for us in a recent article:

Certicom develops a technology called Elliptic Curve Cryptography (ECC), which is used to secure data on a range of devices, including smartphones. The National Security Agency uses the same technique, and Certicom licenses its technology to a range of companies, including IBM, General Dynamics, Motorola and RIM.

Certicom is also openly canvassing other suitors, which could increase the pressure on RIM. Last month, for example, Certicom granted a number of un-named parties access to its ‘data room’ in an attempt to drive up its valuation. “The information provided in the data room is intended to facilitate offers reflecting the fair value of Certicom from interested parties,” it said, in a statement.

So in effect, by failing to takeover Certicom, RIM has lost out in three different ways: saving money by eliminating the ECC licensing fees, making money from licensing the technology to competitors, and extending its competitive advantage on security. The question becomes how much this failure has hurt RIM in the long run. Post a comment and let us know what you think.

|via TheStreet|

RIM withdraws Certicom hostile takeover bid

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RIM logoWhen I posted yesterday that it seemed like RIM was nearing a point in their pursuit of Certicom where they’d have to cut their loses and quit, I didn’t realize they were standing on it (maybe I know more about hostile takeovers than I previously thought).

After mulling over options to appeal Monday’s Ontario Superior Court order granting Certicom’s request for an injunction, RIM in the end decided to withdraw their CDN $66 million hostile takeover bid, saying the ruling had left them no option.

Monday’s Ontario Superior Court order granting Certicom’s request for an injunction meant the conditions of the offer made in December could no longer be met, RIM said in a statement.

While this is obviously a fairly public black eye for RIM, I wonder if they’re better off in the long run failing to acquire Certicom. Whatever value the company has in technology or personnel, it would have been a logistical nightmare trying to integrate a company that had fought tooth and nail to remain independent.

|via Reuters|

RIM may appeal court order on Certicom offer

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RIM logoThe ongoing struggle between RIM and Certicom continues. When last we left these two companies, RIM had extended their offer to Certicom shareholders until January 27th.

Since then, the Ontario Superior Court has granted Certicom’s request for an injunction, and blocked RIM’s hostile takeover. RIM is now reportedly mulling its options and considering an appeal to the Superior Court. Without an appeal, the court action would also prohibit RIM from participating in any auction for Certicom without Certicom’s permission.

Unfamiliar in the ways of hostile takeovers, I’m not certain at what point RIM should decide to cut its losses and quit pursuing Certicom, but I’m certain they’re nearing it.

|via Reuters|

Certicom publishes ‘do not tender’ ad against RIM

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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|

Certicom opts for a cease trade order, RIM ‘disappointed’

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CerticomThe 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|