Utimaco Safeware AG / Statement
05.09.2008
Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Management Board and Supervisory Board Publish Joint Response to Sophos
Takeover Offer
Oberursel, Germany, 5th September 2008 The Management Board and
Supervisory Board of Utimaco Safeware AG today issued a joint statement in
response to the voluntary, public takeover offer made on August 21st 2008
by Sophos Holdings GmbH, in accordance with § 27 of the German Securities
Acquisition and Takeover Act (WpÜG). Sophos made an offer to Utimaco
Safeware AG's shareholders to purchase all shares in Utimaco at a cash
price of 14.75 Euros per share.
After evaluating the offer documents, the Management Board and Supervisory
Board consider Sophos's offer of 14.75 Euros per share to be reasonable.
This assessment has been confirmed by Jefferies, an independent investment
bank employed by Utimaco to provide a fairness opinion.
In the opinion of the Management Board and Supervisory Board, the offer is
in the interest of Utimaco Safeware AG. Even if Utimaco is acquired by
Sophos, the Management Board and Supervisory Board at Utimaco do not expect
to see any significant changes to be made to the company's successful
product strategy. The Sophos and Utimaco product lines are complementary
and Sophos also plans to make Utimaco the centerpoint of a new division
that will focus on the area of information protection. In bringing together
these two companies, the aim is to create a major supplier in the security
solutions market.
However, in this context, the Management Board and Supervisory Board also
wish to draw attention to the offer conditions in Sophos's offer document,
which include the condition that the German Federal Ministry of Economics
and Technology (BMWi) does not prohibit Sophos's planned acquisition of 25%
or more of the voting rights in Utimaco Safeware AG.
Currently, if Sophos reports the acquisition in accordance with the German
Foreign Trade and Payments Law (AWG), the question of whether the German
Federal Ministry of Economics and Technology will or will not prohibit the
planned acquisition, or would only grant its approval under certain
conditions, is still open. As a consequence of this, and the resulting
transaction uncertainty, the Management Board and Supervisory Board cannot
give a recommendation either to accept or not to accept the offer. Both
accepting the offer or not accepting the offer may result in disadvantages
for the shareholders of Utimaco Safeware AG..
The joint statement of Utimaco's Management Board and Supervisory Board is
available for download from http://www.utimaco.de. You can also request a
free copy of this statement, in either a German or a non-binding English
version, by calling +49 (0)6171 88-1117, by faxing +49 6171-88-1011 or by
e-mail from jutta.stolp@utimaco.de.
Utimaco Safeware AG The Data Security Company.
With over 25 years of company history behind it, Utimaco is now one of the
leading global manufacturers of data security solutions. The Data Security
Company enables medium-sized and large organizations to safeguard their
electronic assets against intentional or accidental data loss, and to
comply with all currently applicable data protection regulations. Utimaco's
complete range of solutions provides full 360 degree protection. SafeGuard
solutions protect and manage data during storage (data at rest), during
transmission (data in motion) and during processing (data in use). Utimaco
offers its customers comprehensive on site support via a worldwide network
of certified partners and subsidiaries. Utimaco Safeware AG, with
headquarters in Oberursel, near Frankfurt, Germany, is listed on the
Frankfurt Stock Exchange (ISIN DE0007572406). For more information about
Utimaco Safeware, go to: www.utimaco.de
Additional information:
Utimaco Safeware AG -
The Data Security Company.
http://www.utimaco.de
Jutta Stolp, CIRO
Investor Relations
Tel.: +49 (0) 6171 88 11 17
E-Mail: jutta.stolp@utimaco.de
DGAP 05.09.2008
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Language: English
Issuer: Utimaco Safeware AG
Hohemarkstraße 22
61440 Oberursel
Deutschland
Phone: +49 (0)6171 88 - 0
Fax: +49 (0)6171 88 - 1290
E-mail: info@utimaco.de
Internet: www.utimaco.de
ISIN: DE0007572406
WKN: 757240
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Hannover, Düsseldorf, Hamburg, München, Stuttgart
End of News DGAP News-Service
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DGAP-News: Utimaco Safeware AG:Management Board and Supervisory Board Publish Joint Response to Sophos Takeover Offer
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