Certicom agrees to takeover by VeriSign

Published 26 January 2009

VeriSign’s $92 million bid is 40 percent higher than RIM’s failed hostile offer of $66 million

Security software developer Certicom said Friday it has agreed to a $92 million takeover from VeriSign in an all-cash deal. The offer price of $2.10 a share represents a 26 percent premium to the Mississauga, Ontario-based small-cap tech firm’s closing price of $1.67 on the Toronto Stock Exchange on Thursday.

It is also a 40 percent increase over a hostile bid launched by Research In Motion last month. The BlackBerry maker, which uses Certicom technology in its devices, tried to wrest control of the company by offering shareholders $1.50 per share, or $66 million, after talks with management broke down.

Jamie Sturgeon of the Financial Post reports that an Ontario court granted Certicom an injunction to halt the hostile offer last Monday, ruling that Waterloo, Ontario-based RIM had violated non-disclosure agreements. Specifically, the court found RIM had used information it retained during friendly takeover discussions last year.

Certicom, which had been seeking out other suitors to counter the RIM bid, said a shareholder proxy vote will take place in March, which will require approval from at least two-thirds of company shareholders.

VeriSign, based in Mountain View, California, develops infrastructure for voice, video, and data networks, and represents “wider international opportunities” for Certicom, said Jeffery Chisholm, Certicom’s chairman in a news release. The company, which trades on the NASDAQ, employs 3,650 worldwide with revenues of $1.5 billion in 2007, according to VeriSign’s Web site.

No guidance was provided in the release on whether Certicom will remain a separate entity under VeriSign or jobs affected by the takeover.