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Cdn.$13.5 Million Three-year Convertible Note Offering will pay 7.25% Annual Interest; Conversion Price Set at Cdn.$3.85 per Share
HAYWARD, Calif., August 27, 2001 - Certicom Corp. (NASDAQ NM: CERT; TSE: CIC), a leading provider of security for mobile e-business, today announced that it has entered into an agreement to secure Cdn.$13.5 million by way of a private placement of convertible notes. Yorkton Securities Inc. has agreed to purchase all of the convertible notes. The transaction is expected to close by the end of business in Toronto on August 29, 2001.
Convertible Offering Details
Yorkton Securities Inc. has agreed to purchase Cdn.$13.5 million aggregate principal amount of 7.25% senior unsecured convertible notes (the "Notes") of Certicom. The Notes are exchangeable by the holders thereof, without payment of additional consideration, into 7.25% senior unsecured convertible debentures (the "Debentures") at any time and automatically at 5:00 p.m. (Toronto time) on the earlier of (i) the fifth business day after a receipt is issued by the last of the relevant securities regulatory authorities for a final prospectus qualifying the issuance of the Debentures on the exchange of the Notes, and (ii) the first anniversary of the completion of the offering. The Debentures are convertible into common shares of Certicom at the holder's option at any time before the close of business on the earlier of maturity and the last business day before the date specified for redemption at a conversion price of Cdn.$3.85 per common share.
The net proceeds of the offering will be used for working capital and general corporate purposes.
Neither the Notes, the Debentures nor the common shares will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements.
Certicom is a leading provider of information security software and services, specializing in solutions for mobile e-business. The company's products and services are specifically designed to address the challenges imposed by a wireless data environment. Certicom's solutions incorporate its efficient encryption technology and are based on industry standards for information security that utilize public key cryptography. Certicom's products are currently licensed to more than 200 customers including Cisco Systems, Inc., Handspring Inc., Motorola, Inc., Nortel Networks, Openwave Systems, Inc., Palm, Inc., QUALCOMM, Inc., Research In Motion Ltd., Sony International (Europe) GmbH, and Verizon Communications Inc. Certicom's headquarters and worldwide sales and marketing operations are based in the Silicon Valley in Hayward. For more information, visit Certicom's Web site at http://www.certicom.com.
Certicom is a trademark of Certicom Corp. All other companies and products listed herein are trademarks or registered trademarks of their respective holders.
Except for historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Factors that might cause a difference include, but are not limited to, those relating to our ability to close our transaction involving convertible notes, which includes our ability to obtain a receipt for a final prospectus qualifying the issuance of the Debentures on the exchange of the Notes, the acceptance of mobile and wireless devices and the continued growth of e-commerce and m-commerce, the continued acceptance by our customers of our subscription license model, our ability to implement our restructuring initiatives and our ability to realize resulting cost savings, the increase of the demand for mutual authentication in m-commerce transactions, the acceptance of Elliptic Curve Cryptography (ECC) technology as an industry standard, the market acceptance of our principal products and sales of our customer's products, the impact of competitive products and technologies, the possibility of our products infringing patents and other intellectual property of fourth parties, and costs of product development. Certicom will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect Certicom's financial results is included in the documents Certicom files from time to time with the Securities and Exchange Commission and Canadian securities regulatory authorities.
For further information, please contact:
|Gregory M. Capitolo||Lorraine Kauffman|
|Chief Financial Officer||Corporate Communications|
|Certicom Corp.||Certicom Corp.|
|(510) 780-5084||(510) 780-5417|