Waterloo – Research in Motion has announced an agreement to acquire Chalk Media Corp. (TSXV:CKM) for $23.1 million in cash. RIM also said Thursday it is lending the Vancouver-based mobile-media software maker $2.2 million to provide working capital until the deal is completed. Chalk Media developed Mobile Chalkboard, which creates and deploys media-rich content delivery to RIM’s BlackBerry smartphones. The technology has been “embraced by large corporate and government organizations that have deployed the BlackBerry platform and will provide a powerful addition to RIM’s portfolio of products and services for enterprise customers,” Research In Motion stated.
RIM is offering 14.2 cents per share for Chalk Media, which last traded at 4.5 cents on the TSX Venture Exchange, with a 52-week range between 24.5 cents and two cents. RIM, whose latest quarterly balance sheet included a cash hoard of US$1.1 billion, said the takeover offer has been accepted by Chalk Media insiders owning 20.9 per cent of the company.
The deal for Chalk Media is expected to close in February, and comes after RIM’s $66-million hostile offer on Dec. 3 for data encryption specialist Certicom Corp. This takeover bid makes an offer for all of the outstanding common shares of Certicom Corp. (TSX: CIC) for CAD $1.50 in cash per share, subject to certain terms and conditions. The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on January 15, 2009 unless withdrawn or extended by RIM’s subsidiary.
The CAD $1.50 in cash per Certicom common share represents a premium of approximately 76.5% over the closing price of Certicom shares on December 2, 2008, being the last day prior to RIM’s public notice of its intention to make the Offer and a premium of approximately 76.1% over the volume weighted average price of the Certicom shares for the 20 trading days prior to December 3, 2008. RIM’s subsidiary has filed the take-over bid circular and related documents, in both English and French, with the Canadian securities regulatory authorities. These documents will be available at www.sedar.com. A take-over bid circular will be mailed to shareholders upon receipt of a shareholder list from Certicom.
The Offer is subject to customary conditions including that at least 66 ?% of the Certicom shares (on a fully-diluted basis) are validly deposited and not validly withdrawn on the expiry date of the Offer. Certicom shareholders are urged to read the take-over bid circular and related documents. Questions regarding the Offer and assistance in depositing Certicom shares under the Offer should be directed to Kingsdale Shareholder Services Inc., the Information Agent for the Offer, at 1-800-775-4067.
Copies of the take-over bid circular and related documents may be obtained without charge from CIBC Mellon Trust Company, the Depositary for the Offer, at 1-800-387-0825.