Certicom confirmed late Tuesday an agreement to be acquired by BlackBerry makers Research In Motion for about $106.5 million. According to a statement from Certicom, RIM will acquire all of Certicom at a cash price of $2.42 per common share. The offer bested another takeover bid by VeriSign, which had offered $1.69 per share.
"The Board of Directors of Certicom has concluded that the RIM transaction is in the best interests of the Corporation, and unanimously recommends that shareholders of Certicom vote in favour of the Plan of Arrangement at the shareholders' special meeting to be held in respect of the RIM transaction," said Jeffrey Chisholm, Certicom's board chairman, in Certicom's statement.
Certicom is a cryptography company based in Mississauga, Ontario, with worldwide sales and marketing headquarters in Reston, Va. The company is known for its elliptic curve cryptography, which according to Certicom is used by the U.S. National Security Agency for government communications, as well as by IT vendors such as IBM, Motorola, Oracle and RIM.
RIM had originally offered about $53 million in a hostile takeover bid for Certicom back in November. On Jan. 19, Certicom obtained a Canadian court order against Waterloo, Ontario-based RIM in January to stop the hostile bid, though the court ruled that RIM could still make a friendly offer to acquire Certicom.
Certicom argued at the time that RIM's initial bid was too low and that RIM had made the bid using confidential information shared by the two companies. RIM's argument, ultimately denied by Judge Alexandra Hoy, was that the use of that information was permitted.
RIM's acquisition of Certicom is expected to be completed in March, according to Certicom. Earlier on Wednesday, RIM said its fourth quarter earnings and gross margin would be coming in below its previous forecast range. The company blamed product mix, lowered channel inventory levels and an increased ratio of new subscriber sales to upgrade and replacement sales for its gloomy fourth-quarter forecast, which RIM will officially announce on April 2.