Certicom Blocks RIM Takeover

Ontario Superior Court of Justice has granted a permanent injunction restraining the hostile take-over bid by a subsidiary of RIM

January 20, 2009

2 Min Read

MISSISSAUGA, Ontario -- Certicom Corp. (TSX-CIC.TO) ("Certicom" or "the Company") announced today that the Ontario Superior Court of Justice has granted a permanent injunction restraining the $1.50 hostile take-over bid made on December 10, 2008 by a wholly-owned subsidiary of Research in Motion Limited ("RIM") from proceeding.

The injunction was granted by the Court following application by Certicom on the basis that RIM and its subsidiary had breached non-disclosure agreements entered into by Certicom and RIM in 2007 and 2008 by using confidential and proprietary information supplied by Certicom to RIM for its bid. Certicom had provided this information to RIM for its use in the course of discussions respecting a possible friendly acquisition of Certicom by RIM. As part of its ruling, the Court found that RIM and its subsidiary had breached the non-disclosure agreements.

This decision will effectively require RIM to withdraw its bid. If RIM wishes to proceed with a subsequent offer, it may do so in compliance with its non-disclosure agreements with Certicom, or with Certicom's consent.

As previously announced, in response to RIM's bid, Certicom formed a Special Committee of independent directors, which together with its financial and legal advisors, carefully reviewed RIM's offer and is evaluating all of Certicom's strategic alternatives.

Following a thorough review involving both the Special Committee of independent directors and its financial and legal advisors, the Board of Directors of Certicom found the RIM offer to be undervalued and not in the best interests of Certicom shareholders.

The Board is continuing to conduct a value maximization process that is designed to facilitate the proposal of superior alternatives from qualified third parties. The Company has established a data room to provide confidential information to interested parties and has signed non-disclosure and standstill agreements with a number of these parties.

Certicom Corp. (Toronto: CIC)

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