As predicted here, Certicom succumbed to RIM’s second (hostile) takeover offer on Wednesday. RIM had to double its original offer, which is 43% higher than an overture from Verisign, to seal the deal for Certicom.

RIM’s victory, if you will, isn’t a surprise for a number of reasons.

First, Certicom or other subjects of a takeover offer almost never take the first offer from a potential suitor.

Second, RIM’s a better strategic fit for Certicom as the companies have worked together for years. This means RIM would spare almost no expense to win the day. RIM would rather control Certicom’s future than have it end up in the hands of Nokia or another partner that have licensing deals with the company. RIM needs Certicom’s technology to help it maintain what it considers to be a technological advantage with large organizations and key customers such as the U.S. Department of Defence.

Third, Certicom is a better strategic fit with RIM ,which has been on a patent collection tear for several years. Certicom has some 470 security patents, which helps RIM round out its patent portfolio once the deal is completed. RIM, as most tech followers remember, had to pay a firm called NTP $620-million in 2005 after a high-profile court battle that could have led to the shutdown of BlackBerry service in the United States.

The BlackBerry maker boosted its offer for the wireless security software maker to $3 a share in cash on Tuesday or double its previous bid which was announced last month.

It also probably brings the parties closer to a deal even though Certicom’s closing price of $3.20 on the Toronto Stock Exchange suggests investors think a counterbid is in the offing.

Few companies have as the cash, wherewithal, or reasons to buy Certicom as RIM.

Waterloo, Ont.-based RIM needs Certicom’s elliptic curve cryptography (ECC) technology to help protect its perceived technological lead in the fast-growing smartphone market.

RIM’s trying to stay ahead of competitors, such as Apple and Nokia, in order to command the premium prices for its high-end models. Providing a more secure product is one way to protect its lead with business customers in North America.

RIM also needs Certicom’s technology to help secure handsets that will sufficiently secure electronic messages for the U.S. Department of Defense and other key customers.

RIM would rather control Certicom’s development future than have it end up in the hands of a competitor such as Samsung or Nokia which have patent licensing deals in place with Certicom. RIM currently uses Certicom technology in some BlackBerry models.

Then there’s the tax credits, which RIM can more easily use than most companies given the fact it’s based in Canada.

Certicom could also theoretically more easily fit into the RIM fold than that of a white knight as it’s been a RIM partner for years.

So pay no mind to the courts and RIM’s original lowball offer, which was soundly rejected by Certicom.

You can probably also ignore the offer of Verisign, the U.S. security software maker which bid $2.10 a share for Certicom in January though another bid for RIM may yet come. Certicom needed to solicit the Verisign offer in order to open the RIM vault up further.

Chalk it all up to corporate gamesmanship.

In any case, Certicom will soon be subsumed by the BlackBerry borg.

[tags] RIM, Certicom, Verisign [/tags]