JOHN PARTRIDGE and SIMON AVERY
Globe and Mail Update Published on Tuesday, Feb. 03, 2009 2:39PM EST Last updated on Thursday, Apr. 09, 2009 11:23PM EDT
BlackBerry maker Research In Motion Ltd. has launched a new, sweeter bid for Certicom Corp., just 11 days after the encryption technology company accepted a friendly takeover offer from VeriSign Inc.
Certicom said Tuesday that RIM is offering $3 a share in cash, double its initial hostile bid for the company and 90 cents a share – or 43 per cent – more than California-based VeriSign. That would add up to about $131-million in all.
But investors apparently are expecting the bidding war to continue. After a halt for news of the new RIM offer to be disseminated, Certicom's shares leapt to $3.24 on the Toronto Stock Exchange, up 89 cents or 38 per cent from Monday's close and fully $2.44 above the 52-week low of 80 cents they hit before RIM launched its initial bid in early December.
Certicom, which is headquartered in Mississauga, Ont., said in a news release that a special committee of its board of directors is reviewing the RIM offer, along with its financial and legal advisers, “in the context of the Company's legal obligations under its arrangement agreement with VeriSign.”
It added that if its board determines that the RIM offer is a “superior proposal” as defined in the agreement with VeriSign, the U.S. company “will have the right, but not the obligation,” to match it.
If it chooses not to, it is entitled to a $4-million termination fee from Certicom.
RIM, based in Waterloo, Ont., has told Certicom that it has until Feb. 12 to accept the new offer, but Certicom said it will advise shareholders of its view by Thursday.
The BlackBerry maker's offer is not subject to any due diligence condition, and RIM has indicated that it would pay for the takeover from its cash balance, Certicom said.
However, it, too, would carry a $4-million break fee and give RIM the right to match any subsequent superior offer.
RIM has been a client of Certicom, which builds security software for mobile device manufacturers, since 2000. Certicom specializes in what is called elliptic curve cryptography, which is used to encrypt electronic data.
The company was founded in 1985 and, at the height of the technology boom in 2000, its shares were at one point trading for more than $120.
One analyst said Tuesday it was all but inevitable that RIM would be back at the negotiating table because Certicom is a major supplier that licenses vital technology to the BlackBerry maker.
“I didn't think RIM would take it lying down because Certicom technology is absolutely integral to the BlackBerry platform,” said Carmi Levi, an independent technology analyst based in London, Ont.
“[Certicom's] encryption technology is fundamental to the security of every BlackBerry on the planet and every BlackBerry that's likely to come. It's apparent by this second offer that RIM is going to fight tooth and nail to ensure that it controls Certicom's future and not someone else.”
Indeed, RIM smart-phone rivals including Motorola Inc., Texas Instruments Inc. and International Business Machines Corp., also use Certicom's technology.
Certicom dismissed RIM's initial bid as “opportunistic” and went to court to have it blocked, arguing that the move contravened non-disclosure agreements signed by RIM in 2007 and 2008.
Madame Justice Alexandra Hoy of Ontario Superior Court ruled in Certicom's favour Jan. 19, although her ruling did not prevent RIM from entering into friendly takeover negotiations with its target.
More to come
Join the Discussion: