Certicom Board Recommends Shareholders Reject Significantly Undervalued Hostile Bid from RIM

    MISSISSAUGA, ON, Dec. 22 /CNW/ - Certicom Corp. (TSX-CIC.TO) ("Certicom"
or "the Company") today announced that its Board of Directors is advising its
shareholders to reject the hostile offer of $1.50 per share from a
wholly-owned subsidiary of Research in Motion Limited ("RIM").
    After a thorough review involving both the Special Committee of
independent directors and its financial and legal advisors, the Board found
the RIM bid to be significantly undervalued, opportunistic and not in the best
interests of Certicom shareholders.
    The Board's recommendation to shareholders not to tender to the RIM bid,
and its reasons for the recommendation, are included in a Directors' Circular
being sent to shareholders today. A copy of the Directors' Circular is
available on the Company's website at www.certicom.com and on SEDAR at
www.sedar.com.
    Among other things, the Board found that, at $1.50 per share, 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. Further, RIM's hostile bid undervalues both
Certicom's valuable and unique industry-leading data encryption technology and
the recent progress the Company has made in implementing its strategic plan.
    The Circular also notes that the Board is continuing to conduct a value
maximization process that is designed to facilitate the proposal of superior
alternatives from qualified third parties. The Company has established a data
room to provide confidential information to bona fide interested parties and
has signed non-disclosure and standstill agreements with a number of these
parties.
    In addition, the Circular includes details of the grounds for Certicom's
application to the Ontario Superior Court for an injunction to stop RIM's
hostile take-over bid. This application was filed with the Court earlier
today.
    Certicom will also be making an application to the OSC for an order to
cease trade the RIM offer.
    Certicom contends that RIM's access to Certicom's confidential
information and its use of that information in connection with RIM's $1.50
hostile take-over bid contravenes non-disclosure agreements signed by RIM in
2007 and 2008 with Certicom. Access to this information also provided RIM with
a significant information and timing advantage relative to other parties that
may have an interest in entering into an alternative transaction with
Certicom.
    RIM has not disclosed to Certicom shareholders that it has had the
benefit of evaluating Certicom's confidential information and used that
information in making its $1.50 offer.
    The Directors' Circular is accompanied by a letter to Certicom
shareholders summarizing the reasons to reject the RIM offer. The full text of
the letter to shareholders follows:

                                                           December 19, 2008

    Dear Certicom Shareholder:

    As you know, a wholly owned subsidiary of Research In Motion Limited -
    RIM - has made an offer to purchase all of the common shares of Certicom
    for $1.50 per share.

    Your Board of Directors has established a Special Committee of
    independent directors that has engaged financial and legal advisors to
    consider the RIM offer. After a thorough review, the Special Committee
    and the Board have unanimously determined that the RIM offer is
    inadequate and not in your best interests.

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              YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU REJECT
                                THE RIM OFFER
                     DO NOT TENDER YOUR CERTICOM SHARES
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    We encourage you to review the enclosed Directors' Circular which
    contains important information about the background to the offer, the
    factors reviewed by the Board, and the reasons for the Board's
    recommendation. Those reasons are clear, compelling and numerous. They
    include:

    At $1.50, the RIM bid does not provide you with fair value for Certicom
    today

    -   At October 31, 2008, your Company had $0.91 per common share in cash
        and cash equivalents. In addition, Certicom has tax assets that could
        be immediately worth approximately $1.07 per common share to a
        purchaser with significant Canadian taxable income such as RIM.
        Essentially, 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.

    The RIM bid undervalues Certicom's unique intellectual property

    -   Your Company is a recognized leader in the development of the most
        advanced data encryption technology in the world. It holds or has
        applications pending for approximately 450 patents that have
        significant value in a range of industry sectors. For example, the
        U.S. National Security Agency paid Certicom US$25 million for
        licenses for use within the U.S. government, and IBM recently signed
        a multi-year multi-million technology agreement with the Company.
        Certicom is party to technology agreements with other major parties
        such as General Dynamics Corporation, Motorola, Inc. and Thales.

    The RIM bid does not pay you for the increasing value of Certicom

    -   Certicom has new executive management and a new strategic plan that
        is already showing signs of success. On December 3, 2008 - the day
        RIM announced its hostile offer - your Company reported a 54% year-
        over-year increase in revenues for the first six months of the fiscal
        year. Certicom also provided guidance that it expects to: increase
        revenues by 25% in fiscal 2009 and double revenue within three years.

    The RIM bid is considerably lower than comparable transactions

    -   The Board's financial advisor, TD Securities Inc., reviewed recent
        acquisitions of companies comparable to Certicom and found the median
        transaction price was 3.0 times the previous 12 months revenue. RIM
        is offering less than half that for Certicom - just 1.1 times the
        prior 12 months' revenue.

    The RIM offer is less than the historical and current price of Certicom
    shares

    -   While RIM calls its hostile bid a premium offer, at $1.50 it actually
        represents a significant discount to Certicom's share price since the
        offer was announced and for most of the past year.

    Superior alternatives may emerge from Certicom's value maximization
    process

    -   Certicom, with the assistance of its financial and legal advisors, is
        actively pursuing all alternatives to maximize shareholder value.
        Discussions with interested parties are under way and a number have
        signed non-disclosure and standstill agreements to gain access to the
        Company's confidential information. This process may result in a
        superior alternative to RIM's undervalued bid before its scheduled
        expiry on January 15, 2008.

    The timing of the RIM bid is highly opportunistic

    -   RIM's offer was timed to take advantage of the recent and almost
        universal decline in share prices worldwide and when Certicom's
        shares were at a five-year low. Further, the offer was announced
        before markets could respond to the release of Certicom's improved
        financial results for the first half of the fiscal year - and at a
        time of year when other interested parties might have difficulty
        preparing a competing offer before the scheduled expiry time of the
        RIM bid.

    The Board's financial advisors have provided their opinion that the
    consideration offered to shareholders by the RIM bid is inadequate from a
    financial point of view

    -   The full text of the opinion of TD Securities Inc. is attached as
        Schedule A in the enclosed Directors' Circular.

    The RIM takeover bid circular fails to provide proper disclosure

    -   For example, it does not disclose extensive financial and technical
        information, or contracts, provided to RIM. It also does not disclose
        the existence of a non-disclosure agreement under which RIM has
        received confidential information from Certicom.

    The RIM offer is highly conditional, coercive and is not a permitted bid
    under Certicom's shareholders' rights plan

    Individually, any of these factors should be sufficient reason to reject
    the hostile RIM bid. Combined, the Board of Directors believes these
    reasons provide overwhelming support for its recommendation that
    shareholders reject RIM's inadequate and opportunistic offer.

    Certicom shareholders who tender to the RIM bid would lose the
    opportunity to benefit from Certicom's attractive near and long-term
    growth prospects. As a result, the Board of Directors is convinced that
    continuing to hold Certicom shares provides better potential shareholder
    value and is far preferable to accepting RIM's undervalued offer.

    All of the directors and officers of Certicom intend to reject the RIM
    offer. We urge you to do the same. We believe it is your best interests
    to ensure you receive fair value for your investment in Certicom. The
    hostile RIM bid does not even begin to provide that value.

    Sincerely,

    Jeffrey S. Chisholm                  J. Ian Giffen

    Chairman of the Board of Directors   Chairman of the Special Committee of
    On behalf of the Board of Directors          Board of Directors
                                         On behalf of the Special Committee

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       Your Board Recommends that you REJECT the inadequate RIM offer.

    For more information please call Georgeson Shareholder, the information
    agent retained by your Board of Directors, 1-888-605-7621 toll free in
    Canada and the United States.
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    FORWARD-LOOKING INFORMATION

    This document 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. Certicom
cautions readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date they are made. Forward-looking
statements are based on management's current plans, estimates, projections,
beliefs and opinions, and Certicom does not undertake any obligation to update
forward-looking statements should assumptions related to these plans,
estimates, projections, beliefs and opinions change. When used in this
document, words such as "plans", "expects", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "will", "believes" or
variations of such words and phrases often, but not always, identify
forward-looking statements. The forward-looking information in this document
includes, but is not limited to: financial outlook respecting growth and
revenue and operating expenses and cash management; statements respecting
execution of Certicom's strategic plan; the potential value of tax benefits of
Certicom; the potential value of Certicom's intellectual property; superior
offers or alternatives emerging from Certicom's value maximization process;
the availability of synergies to potential acquirors of Certicom; and the
future trading price of Certicom common shares. The forecasts and projections
that make up the forward-looking information are based on assumptions which
include, but are not limited to: the levels of demand for Certicom's products
and services; the ability to obtain and maintain patents and protect
Certicom's intellectual property portfolio; the execution of the strategic
growth plan; retention of the existing customer base; sufficient human
resources to deliver services and execute the strategic plan; currency
exchange rates; favourable economic and market conditions; the ability to
hedge certain risks; and favourable labour relations. The forward-looking
information is subject to risks, uncertainties and other factors that could
cause actual results to differ materially from historical results or results
anticipated by the forward-looking information. The factors which could cause
actual results or events to differ materially from current expectations
include, but are not limited to: the ability of Certicom to successfully
implement its strategic initiatives and whether such strategic initiatives
will yield the expected benefits; the circumstances of any party interested in
a potential acquisition of Certicom; the ability of Certicom to develop,
promote and protect its proprietary technology security breaches or defects in
Certicom's products; competitive conditions in the businesses in which
Certicom participates; changes in consumer spending; the outcome of legal
proceedings as they arise; general economic conditions and normal business
uncertainty; consolidation in Certicom's industry and by its customers;
customer preferences towards product offerings; the risk that customers may
cancel their contracts with Certicom; reliance on a limited number of
customers; demand for ECC-based technology; performance of Certicom's
management team and Certicom's ability to attract and retain skilled
employees; operating Certicom's business profitably; fluctuations in revenue
and foreign currency exchange rates; the ability to develop and maintain
strategic relationships; and other factors identified under the heading "Risk
Factors" in Certicom's annual information form dated July 21, 2008 and filed
on SEDAR at www.sedar.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.

For further information: Media contact: John Lute, (416) 929-5883;
Investor contact: Georgeson Shareholder Services, 1-888-605-7621 (toll free)