Earlier this month, BlackBerry maker Research In Motion announced it had finally reached a deal to take over Ontario security firm Certicom in a transaction valued at about $52 million. The two companies have been talking about the acquisition for nearly two years…but now it appears Certicom isn’t too happy with the deal. Certicom’s board has recommended its shareholders reject RIM’s bid for the company as undervalued…and now characterizes the takeover attempt as “hostile.” Certicom has also petitioned the Ontario Superior Court to block RIM’s takeover attempt.
“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 said in a statement.
According to Certicom, RIM’s bid violates non-disclosure agreements the company had signed, but—perhaps more importantly—Certicom says over half of RIM’s $1.50 per share offer for Certicom can be accounted for in tax assets alone.
“RIM is attempting to acquire almost $2.00 in cash and potential tax benefits for $1.50, and would not be paying fair value for the valuable assets and operations of your Company,” Certicom said in its letter to shareholders.
For its part, RIM says it will oppose Certicom’s application to the Ontario Superior Court, and denies it violated any sort of confidentiality agreement. RIM notes that Certicom, as a publicly traded company, is required to disclose material information regularly, and characterizes Certicom’s actions as a scheme to keep the decision of whether to accept or reject RIM’s takeover offer out of its own shareholders’ hands.
