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Certicom announces RIM bid superior

An announcement by Certicom Corp. of Mississauga that Research in Motionโ€™s bid to buy the company is โ€œsuperiorโ€ to VeriSignโ€™s offer is โ€œno big dealโ€ to IT managers, an IDC Canada analyst says.

Waterloo, Ont.-based Research in Motion made its offer of $3 per share as a โ€œdefensive playโ€ because Certicom holds patents in Elliptic Curve Cryptography, said David Senf, IDC Canadaโ€™s director of infrastructure solutions.

โ€œIt makes sense RIM would want to (have the) fundamental technology that secure email transactions in their own hands or in hands they can control,โ€ he said, adding if ECC was in the hands of VeriSign โ€“ who could make deals with rival smart phone makers โ€“ โ€œthat could pose some risk for RIM.โ€

This is because three years ago, RIM had to pay NTP $612.5 million to settle a patent suit.

Another Canadian analyst said RIM could just not afford to walk away from Certicomโ€™s technology.

โ€œWith ECC embedded in every BlackBerry device, RIM would much rather have Certicom under itโ€™s control, said Mark Tauschek, senior research analyst at the Info-Tech Research Group based in London, Ont.

By nearly doubling its original offer of $66 million to $131 million, RIM also signified that it wants to nip in the bud the possibility of a bidding war, Tauschek added.

โ€œRIM wanted Certicom and they (RIM) figured they were prepared to pay prime for it this time,โ€ he said.

Certicom said Thursday it told VeriSign RIMโ€™s offer is โ€œsuperiorโ€ and VeriSign has until Feb. 11 to make a counter-offer. If VeriSign does not make a counter-offer, Certicom could be bought by RIM but would have to pay VeriSign a $4 million breakup fee.

VeriSign said it is well aware that Certicom now favours the latest offer from RIM, but the security software company said little else.

โ€œAt this time, we are considering what actions, if any, we might take, and we have no further comment on this matter at this time,โ€ said Christina Rohall, spokesperson for VeriSign.

Tauschek, however, doubts that VeriSign will make a counter offer. โ€œI could be wrong, but I donโ€™t think theyโ€™ll pursue the matter further. The price is just too rich for VeriSign.โ€

RIM first announced a hostile bid of $1.50 a share for Certicom in December, which would have valued the deal at $66 million. But after an Ontario court issued in injunction, RIM withdrew its bid. Then VeriSign offered a friendly bid of US$1.67 per share, or $73 million.

โ€œI donโ€™t think this is a big deal one way or the other for the average IT manager,โ€ Senf said. He added Certicomโ€™s ECC technology does provide an advantage for โ€œresource-constrained devicesโ€ requiring encryption.

โ€œIt works well for devices that donโ€™t have a lot of power to give away to something like crytpo, if the user wants to make it last longer.โ€

Certicom said Thursday it will issue a news release by Feb. 12 advising shareholders of its board of directorsโ€™ bid evaluation process.

โ€œIf the Board of Directors determines that the RIM Offer does not continue to be a Superior Proposal, the Board will promptly reaffirm its recommendation of the VeriSign Arrangement and enter into an amended arrangement agreement with VeriSign,โ€ Certicom stated in a press release. โ€œAny such amended arrangement agreement is expected to continue to contain a right of Certicom to terminate the agreement under certain circumstances if it receives an unsolicited acquisition proposal that Certicomโ€™s Board of Directors determines is a Superior Proposal, subject to a right by VeriSign to match the Superior Proposal and certain other conditions.โ€

The company said if VeriSign does not change the terms of its agreement, Certicom can walk away from the deal if it pays a $4 million breakup fee.

If it goes through a purchase by RIM would be โ€œa small purchase for RIM overall,โ€ Senf said.

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