DGAP-News: Utimaco Safeware AG:Management Board and Supervisory Board Recommend with an Additional Statement Shareholders to Accept Sophos Takeover Offer

| Source: EQS Group AG EQS Group AG 

Utimaco Safeware AG / Statement

24.09.2008 

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 Recommend with an Additional
Statement Shareholders to Accept Sophos Takeover Offer

Oberursel, Germany, 24th September 2008 – The Management Board and
Supervisory Board of Utimaco Safeware AG on September 22nd, 2008 issued a
joint additional statement in response to the voluntary, public takeover
offer made on August 21st 2008 by Sophos Holdings GmbH.

In their statement published on September 5th, 2008 the Management Board
and Supervisory Board could not give a recommendation either to accept or
not to accept the offer due to the open question whether the German Federal
Ministry of Economics and Technology (BMWI) would or would not prohibit the
planned acquisition, or would only grant its approval under certain
conditions, if Sophos reports the acquisition in accordance with the German
Foreign Trade and Payments Law (AWG). Both accepting the offer or not
accepting the offer may have resulted in disadvantages for the shareholders
of Utimaco Safeware AG.

According the notice published by Sophos on September 19th, 2008 the
Federal Ministry for Economy and Technology will not prohibit the planned
acquisition of 25 % or more of the voting rights in Utimaco Safeware AG,
and at least in relation to the fulfilment of this material offer condition
no transaction uncertainty exists any longer. On this basis, as well as in
view of the comments in the Statement dated September 5th, 2008 and in
consideration of the overall circumstances of the Offer, the Management
Board and Supervisory Board therefore now support the offer and recommend
to the shareholders of Utimaco Safeware AG to accept the offer.

In addition, the offer and the share purchase and transfer contracts are
subject to further conditions precedent contained in Sections 12.1, 12.2
and 12.4 of the offer by Sophos, which have not yet been fulfilled.

The joint additional 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 additional 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.

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 24.09.2008 
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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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