Successfully fighting off BlackBerry maker Research In Motion's hostile takeover bid, Canadian encryption developer Certicom accepts a $73 million offer from VeriSign. Paying a 40 percent premium over RIM's offer, VeriSign acquires the developer of elliptic curve cryptography technology, which provides the most security per bit of any known public-key scheme.
Having successfully turned back a hostile $1.50 per share hostile takeover
bid from BlackBerry maker Research In Motion, Certicom
announced Jan. 23 it has
accepted a $2.10 per share offer from VeriSign.
The deal, valued at $73
million, represents a 40 percent premium over RIM's offer of $53 million.
Certicom said the transaction was subject to customary Canadian conditions.
While there are no financing conditions tied to the deal, the transaction
contains various termination rights, including that the Certicom board of
directors may terminate the agreement in favor of an unsolicited superior
proposal and subject to payment of a termination fee by Certicom. VeriSign has
the right to match any superior offer.
The transaction is expected to close in March.
The deal comes after RIM withdrew its hostile takeover
for Certicom after an Ontario Superior Court Jan. 21 granted Certicom's
request for a permanent injunction blocking the deal. The Certicom board
opposed the RIM bid as undervaluing the company that develops the elliptic
curve cryptography technology coveted by RIM.
The court decision left RIM little choice but to abandon the hostile takeover it
launched on Dec. 10, 2008.
Certicom claims that a nondisclosure deal between RIM and Certicom allowed
RIM access to significant inside information and a timing advantage over other
interested bidders. Certicom also contends that RIM did not reveal to Certicom
shareholders that it had the benefit of evaluating Certicom's confidential
information and used that information in making its offer.
After RIM launched its takeover effort, Certicom announced a review of
"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," Jeffrey Chisholm, Certicom's chairman,
said in a statement. "We believe this transaction also represents a very
promising opportunity for our customers and employees. Joining forces with
VeriSign creates wider international opportunities for our employees, while
customers will benefit from the combination of Certicom's leading cryptography
and VeriSign's infrastructure."
Certicom manages and secures the value of content,
applications and devices with government-approved security. Adopted by the NSA
(National Security Agency) for government communications, Certicom's elliptic
curve cryptography provides the most security per bit of any known public-key