Certicom announces RIM bid superior

An announcement by Certicom Corp. of Mississauga that Research in Motion’s bid to buy the company is “superior” to VeriSign’s offer is “no big deal” to IT managers, an IDC Canada analyst says.

Waterloo, Ont.-based Research in Motion made its offer of $3 per share as a “defensive play” because Certicom holds patents in Elliptic Curve Cryptography, said David Senf, IDC Canada’s director of infrastructure solutions.

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

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 Certicom’s technology.

“With ECC embedded in every BlackBerry device, RIM would much rather have Certicom under it’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.

“RIM wanted Certicom and they (RIM) figured they were prepared to pay prime for it this time,” he said.

Certicom said Thursday it told VeriSign RIM’s offer is “superior” 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.

“At this time, we are considering what actions, if any, we might take, and we have no further comment on this matter at this time,” said Christina Rohall, spokesperson for VeriSign.

Tauschek, however, doubts that VeriSign will make a counter offer. “I could be wrong, but I don’t think they’ll pursue the matter further. The price is just too rich for VeriSign.”

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.

“I don’t think this is a big deal one way or the other for the average IT manager,” Senf said. He added Certicom’s ECC technology does provide an advantage for “resource-constrained devices” requiring encryption.

“It works well for devices that don’t have a lot of power to give away to something like crytpo, if the user wants to make it last longer.”

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

“If 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,” Certicom stated in a press release. “Any 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 Certicom’s Board of Directors determines is a Superior Proposal, subject to a right by VeriSign to match the Superior Proposal and certain other conditions.”

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 “a small purchase for RIM overall,” Senf said.

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