RIM to Acquire Chalk Media Corp.
12 December 2008 - 1:25AM
Marketwired
Research In Motion Limited ("RIM") (NASDAQ: RIMM)(TSX: RIM) and
Chalk Media Corp. ("Chalk") (TSX VENTURE: CKM) today announced that
the two companies have entered into an arrangement agreement (the
"Arrangement Agreement") for RIM to acquire Chalk, a publicly-held
company based in Vancouver, British Columbia, in an all-cash
transaction at a price per share of CDN $0.142, or CDN $23,125,000.
Concurrently with the execution of the Arrangement Agreement,
RIM has made a loan to Chalk in the amount of CDN $2.2 million,
which will provide additional working capital to fund Chalk's
operations until the completion of the transaction.
Chalk, a member of the BlackBerry� ISV Alliance Program, is the
developer of Mobile chalkboard(TM), an award-winning application
suite that enables the rapid creation and secure, tracked
deployment of media-rich "Pushcasts(TM)" to BlackBerry�
smartphones. Mobile chalkboard(TM) Pushcasts(TM) facilitate
targeted content delivery that can include video or audio files and
can be distributed efficiently to BlackBerry smartphones within an
organization. Chalk Media's products have already 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.
After receiving a fairness opinion from its financial advisor,
Blackmont Capital Inc., and consulting with its financial and legal
advisors, Chalk's board of directors has unanimously approved the
acquisition and recommends that shareholders vote in favor of the
transaction. Chalk's directors and several members of management,
and certain other shareholders of Chalk, who collectively hold
34,042,652 shares representing approximately 20.9% of Chalk's
issued and outstanding common shares, have entered into support
agreements with RIM pursuant to which they have agreed to vote
their shares in favor of the transaction.
The acquisition is to be carried out by way of a statutory plan
of arrangement and will be subject to approval of 75% of the votes
cast by Chalk's shareholders at a special meeting of shareholders,
expected to be held in January 2009, as well as court approval. The
transaction is also subject to certain other customary conditions,
including regulatory approvals. The transaction is expected to
close in February 2009.
Chalk expects to send an information circular and other
materials relating to the transaction to shareholders later this
month. A copy of the Arrangement Agreement and the meeting
materials will be available on www.sedar.com.
About Research In Motion (RIM)
Research In Motion is a leading designer, manufacturer and
marketer of innovative wireless solutions for the worldwide mobile
communications market. Through the development of integrated
hardware, software and services that support multiple wireless
network standards, RIM provides platforms and solutions for
seamless access to time-sensitive information including email,
phone, SMS messaging, Internet and intranet-based applications.
RIM's portfolio of award-winning products, services and embedded
technologies are used by thousands of organizations around the
world and include the BlackBerry� wireless platform, the RIM
Wireless Handheld(TM) product line, software development tools,
radio-modems and software/hardware licensing agreements. Founded in
1984 and based in Waterloo, Ontario, RIM operates offices in North
America, Europe and Asia Pacific. RIM is listed on the Nasdaq Stock
Market (NASDAQ: RIMM) and the Toronto Stock Exchange (TSX: RIM).
For more information, visit www.rim.com or www.BlackBerry.com.
About Chalk Media Corp.
Chalk's mobile content deployment system, Mobile chalkboard(TM),
allows multimedia content to be created, securely pushed and
tracked on BlackBerry� smartphones. Chalk's software and content
helps organizations communicate with their employees, business
partners and customers. Additional information is available at
www.chalk.com.
This news release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995 and Canadian securities laws relating to RIM's proposed
acquisition of Chalk. The words and phrases "expects",
"anticipates", "estimates", "will", "should", "intend", "believe",
"plan", "is to be" and similar expressions are intended to identify
these forward-looking statements. Forward-looking statements are
based on estimates and assumptions made by RIM and Chalk in light
of their experience and their perception of historical trends,
current conditions and expected future developments, as well as
other factors that RIM and Chalk believe are appropriate in the
circumstances, including their perception of the timing, terms and
benefits of the proposed acquisition. Many factors could cause
actual results, performance or achievements to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation: RIM's ability to consummate the
proposed acquisition; RIM's ability to successfully integrate the
operations of Chalk; RIM's ability to realize upon the anticipated
growth prospects and potential synergies relating to the
acquisition of Chalk; the timing and receipt of approval by Chalk's
shareholders as well as regulatory and governmental approvals,
including court approval, necessary to complete the acquisition;
RIM's ability to attract and retain Chalk's key employees following
the acquisition; RIM's ability to enhance Chalk's current products
and develop new products; other risks relating to RIM's business as
discussed in greater detail in the "Risk Factors" section of RIM's
Annual Information Form, which is included in its Annual Report on
Form 40-F and RIM's MD&A (copies of which filings may be
obtained at www.sedar.com or www.sec.gov), and RIM's other public
filings with the Securities and Exchange Commission and Canadian
securities regulators; and other risks relating to Chalk's business
as discussed in greater detail in Chalk's public filings with
Canadian securities regulators. These factors should be considered
carefully, and readers should not place undue reliance on
forward-looking statements made by RIM or Chalk. Neither RIM nor
Chalk have any intention and do not undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
The BlackBerry and RIM families of related marks, images and
symbols are the exclusive properties and trademarks of Research In
Motion Limited. RIM, Research In Motion and BlackBerry are
registered with the U.S. Patent and Trademark Office and may be
pending or registered in other countries. All other brands, product
names, company names, trademarks and service marks are the
properties of their respective owners.
The TSX Venture Exchange Inc. has not reviewed and does not
accept responsibility for the adequacy or accuracy of this
release.
Contacts: Media Contact: Brodeur Partners (PR Agency for RIM)
Marisa Conway (212) 515-1924 Email: mconway@brodeur.com Chalk Media
Corp. Kris Sutherland Executive Vice President (604) 453-4424
Website: www.chalk.com Investor Contact: RIM Investor Relations
(519) 888-7465 Email: investor_relations@rim.com
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