Canadian security vendor Certicom is asking the courts to block a hostile takeover bid from BlackBerry maker Research in Motion. Certicom, which RIM covets for its elliptic curve cryptography, tells stockholders the RIM offer is undervalued, opportunistic and not in the best interests of Certicom shareholders.Canadian security vendor Certicom went to court Dec. 22
seeking an injunction to block the $1.50 a share hostile takeover bid made by
a wholly-owned subsidiary of BlackBerry maker RIM (Research in Motion).
Certicom, of Mississauga, Ontario, develops elliptic curve
cryptography technology coveted by RIM.
In its application to the court, Certicom said that RIM's
access to Certicom's confidential information and its use of that information
in connection with RIM's approximately $52 million bid violates non-disclosure
agreements signed by RIM in 2007 and 2008 with Certicom.
Access to this inside information, Certicom claims, also
provided RIM with significant information and a timing advantage over other
parties that may have an interest in entering into an alternative transaction.
Certicom contends RIM has not disclosed to Certicom shareholders that it has
had the benefit of evaluating Certicom's confidential information and used that
information in making its offer.
"Among other things, the board found that, at $1.50
per share, the RIM offer does not provide fair value for Certicom's cash on
hand and the significant potential tax assets that could be available to a
taxable Canadian corporation -- such as RIM," Certicom stated in a
circular to shareholders. "Further, RIM's hostile bid undervalues both
Certicom's valuable and unique industry-leading data encryption technology and
the recent progress the company has made in implementing its strategic
plan."
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