VeriSign, Inc. (NASDAQ: VRSN) ("VeriSign") and Certicom Corp. (TSX:
CIC) ("Certicom") today announced they have entered into an
arrangement agreement whereby VeriSign will acquire all of the
outstanding common shares of Certicom for C$2.10 per share. At
current exchange rates, the price is equivalent to US$1.67 per
share. The aggregate purchase price is approximately C$92
million/US$73 million, or C$50 million/US$40 million, net of
Certicom's existing cash and short-term marketable securities.
The agreed transaction price represents a premium of
approximately 26% over the closing price of Certicom's common
shares on the Toronto Stock Exchange ("TSX") on January 22, 2009.
It also represents a premium of approximately 40% over an
unsolicited takeover bid for the Common Shares, prior to its
termination, by a wholly owned subsidiary of Research in Motion
Limited.
With the acquisition of Certicom, VeriSign will gain a
leadership position in Elliptic Curve Cryptography (ECC)
technology, which is generally recognized as a highly efficient
form of public-key encryption. Together, VeriSign and Certicom
expect to leverage VeriSign's reach to pursue emerging market
opportunities in which ECC can efficiently enable secure data
communications.
The transaction will be completed by way of statutory plan of
arrangement under the Canada Business Corporations Act. The plan of
arrangement is subject to court approval and must be approved by
two-thirds of the votes cast by Certicom shareholders at a
shareholders' meeting expected to be held in March 2009. The
arrangement agreement also contains various termination rights,
including that the board of directors of Certicom may under certain
circumstances terminate the agreement in favour of an unsolicited
superior proposal, consistent with its fiduciary duties, subject to
payment of a termination payment of $4 million and subject to a
right by VeriSign to match the superior proposal in question.
The Board of Directors of Certicom, after receiving the
recommendation of the Special Committee, has unanimously concluded
that the VeriSign transaction is in the best interests of
shareholders, and unanimously recommends that shareholders of
Certicom vote in favour of the transaction at the shareholders'
meeting to be held to approve the transaction. The transaction is
subject to customary closing conditions and is not subject to any
financing conditions. The transaction is expected to close in March
2009. Upon completion of the transaction, Certicom's common shares
will be de-listed from the TSX. Full details of the transaction
will be available in the information circular that is expected to
be mailed to Certicom shareholders in February.
"This transaction combines the strengths of both companies in a
unique, strategic fit," said Jim Bidzos, executive chairman and
chief executive officer on an interim basis of VeriSign, Inc.
"Certicom's leadership in Elliptic Curve Cryptography technology
allows VeriSign to develop adjacent market opportunities closely
aligned with our core SSL business. We expect our customers and the
market will benefit from the combination of Certicom's high quality
encryption technology and VeriSign's proven certificate services
infrastructure."
"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," said
Jeffrey Chisholm, Chairman of the Board of Directors of Certicom.
"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."
About VeriSign
VeriSign, Inc. (NASDAQ: VRSN) is the trusted provider of
Internet infrastructure services for the networked world. Billions
of times each day, VeriSign helps companies and consumers all over
the world engage in communications and commerce with confidence.
Additional news and information about the company is available at
www.verisign.com.
About Certicom
Certicom manages and protects the value of content, applications
and devices with government approved security. Adopted by the
National Security Agency (NSA) for government communications,
Elliptic Curve Cryptography (ECC) provides the most security per
bit of any known public-key scheme. As the global leader in ECC,
Certicom's security offerings are currently licensed to hundreds of
multinational technology companies, including IBM, General
Dynamics, Motorola, Oracle and Research In Motion. Founded in 1985,
Certicom's corporate offices are in Mississauga, Ontario, Canada
with worldwide sales and marketing headquarters in Reston, Virginia
and offices in Europe and Asia. Visit www.certicom.com.
VRSNF
Forward-Looking Information
Statements in this announcement other than historical data and
information constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 as amended and
Section 21E of the Securities Exchange Act of 1934 as amended.
These statements involve risks and uncertainties that could cause
VeriSign's actual results to differ materially from those stated or
implied by such forward-looking statements. The potential risks and
uncertainties include, among others, the uncertainty of future
revenue and profitability and potential fluctuations in quarterly
operating results due to such factors as challenges to the validity
of Certicom's intellectual property; the inability of VeriSign to
successfully market the combined companies' services and customer
acceptance of the combined companies' services; the risk that
expected synergies resulting from the acquisition will not
materialize; the incurrence of unexpected costs integrating the
businesses; increasing competition and pricing pressure from
competing services offered at prices below VeriSign's prices,
market acceptance of VeriSign's existing services and the current
global economic downturn, the inability of VeriSign to successfully
develop and market new services, and the uncertainty of whether new
services as provided by VeriSign will achieve market acceptance or
result in any revenues. More information about potential factors
that could affect the company's business and financial results is
included in VeriSign's filings with the Securities and Exchange
Commission, including in the Company's Annual Report on Form 10-K
for the year ended December 31, 2007, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. VeriSign undertakes no
obligation to update any of the forward-looking statements after
the date of this press release.
�2009 VeriSign, Inc. All rights reserved. VeriSign, the VeriSign
logo, the checkmark circle, and other trademarks, service marks,
and designs are registered or unregistered trademarks of VeriSign,
Inc., and its subsidiaries in the United States and in foreign
countries. All other trademarks are property of their respective
owners.
This news release contains certain statements that constitute
forward-looking information within the meaning of applicable
securities laws ("forward-looking statements"). Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of Certicom, or developments in
Certicom's business or in its industry, to differ materially from
the anticipated results, performance, achievements or developments
expressed or implied by such forward-looking statements.
Forward-looking statements include all disclosure regarding
possible events, conditions or results of operations that is based
on assumptions about future economic conditions and courses of
action. Forward-looking statements may also include, without
limitation, any statement relating to future events, conditions or
circumstances. Certicom cautions you not to place undue reliance
upon any such forward-looking statements, which speak only as of
the date they are made. Forward-looking statements relate to, among
other things, Certicom and VeriSign's ability to close the
transaction in the time period anticipated, if at all, which is
dependent upon the parties' ability to comply with the closing
conditions to the transactions, some of which are beyond the
control of Certicom and/or VeriSign. The forward-looking
information is subject to risks, uncertainties and other factors
that could cause actual results or events to differ materially from
current expectations include, but are not limited to: the interest
of third parties in Certicom and its business; general economic
conditions; the state of the capital markets; foreign currency and
exchange risk; performance of the market sectors that Certicom and
parties with potential interest in acquiring or entering into a
strategic transaction with Certicom serve; and other risks detailed
from time to time in Certicom's filings with Canadian provincial
securities regulators. Forward-looking statements are based on
management's current plans, estimates, projections, beliefs and
opinions, and Certicom and VeriSign do not undertake any obligation
to update forward-looking statements should assumptions related to
these plans, estimates, projections, beliefs and opinions
change.
VeriSign Contacts Investor Relations: Ken Bond
kbond@verisign.com 650-426-3744 Public Relations: Christina Rohall
crohall@verisign.com 650-336-4663 Certicom Contacts Investor
Relations: Herv� Seguin CFO hseguin@certicom.com 905-501-3827
Public Relations: John Lute jlute@luteco.com 416-929-5883
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