Hi Famar,

In regards to Certicom buyout. Read the release. It is interesting that they have a get out of the deal clause. I think they are expecting RIM to put in another offer and make them, make a move. Read below I have underlined the section.

It's not over yet. Which may also explain why the share price is above the takeover price.

CERTICOM ANNOUNCES AGREEMENT FOR ACQUISITION BY VERISIGN, INC. FOR C$2.10 PER SHARE

MISSISSAUGA, ON, Jan. 23, 2009 /CNW/ - Certicom Corp. (TSX: CIC.TO) (the "Company" or "Certicom") today announced it has entered into an arrangement agreement with VeriSign, Inc. (NASDAQ:VRSN) ("VeriSign") whereby VeriSign will acquire all of the outstanding common shares of Certicom ("Common Shares") at a cash price of C$2.10 per Common Share.

The agreed transaction price represents a premium of approximately 147.1% over the closing price of the Common Shares on the Toronto Stock Exchange ("TSX") on December 2, 2008, the last trading day prior to the announcement of the unsolicited takeover bid for the Common Shares by a wholly-owned subsidiary of Research In Motion Limited (the "RIM Bid") and a premium of approximately 25.7% over the closing price of the Common Shares on the TSX on January 22, 2009. It also represents a premium of 40% over the recently withdrawn RIM Bid. The total purchase price of the transaction is C$92 million (US$73 million at current exchange rates).

The transaction will be completed by way of statutory plan of arrangement under the Canada Business Corporations Act. The plan of arrangement is subject to court approval and must be approved by two-thirds of the votes cast by Certicom shareholders at a shareholders' meeting expected to be held in March 2009. Completion of the transaction is also subject to certain customary conditions but is not subject to any financing condition. The arrangement agreement also contains various termination rights, including that the board of directors of Certicom may under certain circumstances terminate the agreement in favour of an unsolicited superior proposal, consistent with its fiduciary duties, subject to payment of a termination fee of C$4 million and subject to a right by VeriSign to match the superior proposal in question. The transaction is expected to close in March 2009. Upon completion of the transaction the Common Shares will be de-listed from the TSX.

The VeriSign transaction is the outcome of a previously announced review of strategic alternatives conducted by the special committee of independent directors of Certicom (the "Special Committee") which was formed in response to the announcement of the RIM Bid. TD Securities Inc. acted as exclusive financial advisor and Blake, Cassels & Graydon LLP acted as legal counsel to Certicom and the Special Committee.

The Special Committee and the Board previously recommended Certicom shareholders reject the RIM Bid as inadequate and not in shareholders' best interests. The RIM Bid has since been withdrawn.

The Special Committee established a value maximization process which included initiating an auction process in which a number of parties signed confidentiality agreements and were granted access to corporate information that would enable such parties to propose an alternative to the RIM Bid.

The Board of Directors of Certicom, after receiving the recommendation of the Special Committee, has unanimously concluded that the VeriSign transaction is in the best interests of shareholders, and unanimously recommends that shareholders of Certicom vote in favour of the transaction at the shareholders' meeting to be held to approve the transaction.

TD Securities Inc. has advised the Special Committee and the Board of Directors of Certicom that it is of the opinion that, as of the date hereof, the consideration is fair, from a financial point of view, to Certicom's shareholders.

"The Special Committee and the Board conducted a thorough process on behalf of Certicom shareholders resulting in a significant increase in value for the Company and its owners," said Jeffrey Chisholm, Chairman of the Board of Directors of Certicom. "We believe this transaction also represents a very promising opportunity for our customers and employees. Joining forces with VeriSign creates wider international opportunities for our employees while customers will benefit from the combination of Certicom's leading cryptography and VeriSign's infrastructure."

The factors considered by the Special Committee and the Board of Directors, a copy of TD Securities Inc.'s fairness opinion and other relevant background information will be included in the information circular to be mailed in February 2009 to the Company's shareholders in advance of the special meeting to consider the plan of arrangement. A material change report, which provides more details on the transaction and the arrangement agreement will be filed with the Canadian securities regulators shortly and will be available at www.sedar.com and at Certicom's website at www.certicom.com.