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. --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------
DGAP-News: Utimaco Safeware AG:Management Board and Supervisory Board Publish Joint Response to Sophos Takeover Offer
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