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Gold/Mining/Energy : Certicom Corporation (TSE:CIC, NASD:CERT) -- Ignore unavailable to you. Want to Upgrade?

To: Tom Drolet who wrote (3038)	3/8/2000 9:37:00 AM
From: Ron Nairn	Read Replies (2) \| Respond to of 4913

Tom, re your post 3035 soliciting background on the shareholder rights plan. I've been out of town for a few days just returning late last evening. (Not on line for the duration). I looked through my files and located the Management Information Circular re the Sept. 22/97 AGM and it covers full details of the Shareholder Rights Plan. While looking it up, you found and posted the press release version (your post 3038). The purpose is to give adequate time for shareholders to properly assess the merits of a bid without undue pressure. (current legislation permits takeover bids to expire after only 21 days) and to allow competing bids to emerge. As noted in the press release, existing shareholders would receive rights allowing for the purchase of 2 additional shares for each one held at a 50% discount. A takeover bid must be made for all Common Shares and must be open for 60 days. It is designed to ensure that any takeover bidder be recognized as friendly vs. hostile and that existing shareholders are protected. Many North American co's have adopted similar plans. I have a hard copy of the Rights Plan Agreement. It is 37 pages of legal...ease. There is little point in posting it IMO but if there are any lawyers out there who want to go through it, I'd be more than happy to e-mail it out. Rondo