(RIM) (TSX:RIM) announced today that RIM’s subsidiary has withdrawn its $1.50 per common share offer for all of the common shares of Certicom Corp. as conditions of its offer can no longer be satisfied as a result of the decision issued yesterday by the Ontario Superior Court of Justice.
While RIM initially said it was reviewing the court’s decision and considering alternatives, including an appeal, on Tuesday the company announced it had withdrawn its offer. It said the companies had talked but weren’t able to engage in “meaningful dialogue,” and so RIM planned to take its offer directly to Certicom’s shareholders.
The offer of $1.50 per share, or about $66 million, represented a premium of 76.5 per cent over the closing price of Certicom shares on Dec. 2, the day before RIM announced it planned to make the bid.
Still, when Certicom formed a special committee to study the offer, it advised shareholders that the bid undervalued the company and wouldn’t be in their best interest.
In addition, in late December Certicom asked Canada’s Ontario Superior Court of Justice to stop the bid, charging that RIM had breached nondisclosure agreements in making its offer. The agreements were signed in 2007 and 2008 but RIM used information protected by them to create its bid, giving it a timing advantage over others that might have been interested in making an offer, Certicom said.
On Monday, the companies announced that the court ruled that RIM breached the agreements. The ruling meant that Certicom shareholders would not be able to accept the offer, RIM said.