Sophos Holdings GmbH c/o DLA Piper UK LLP
Sophos Holdings GmbH: BMWi will not prohibit the public Takeover Offer made to the shareholders of Utimaco Safeware AG
Sophos Holdings GmbH / Offer/Mergers & Acquisitions Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- Sophos Holdings GmbH: Satisfaction of an offer condition of the voluntary public Takeover Offer made to the shareholders of Utimaco Safeware AG On 21 August 2008, Sophos Holdings GmbH ('Offeror'), published an offer document ('Offer Document') relating to a voluntary public takeover offer to the shareholders of Utimaco Safeware AG, ('Utimaco AG') to acquire the entire share capital, being all the no-par value bearer shares of Utimaco AG (ISIN DE0007572406) ('Utimaco Shares') at a price of Eur 14,75 per Utimaco Share in cash ('Offer'). The acceptance period for the Offer will expire on 29 September 2008 at midnight Central European Daylight Saving Time (6 pm Eastern Daylight Time), unless it is extended in accordance with the statutory provisions of the German Securities Acquisition and Takeover Act (WpÜG). Pursuant to Section 12.3 of the Offer Document, the Offer and the share purchase and transfer contracts to be concluded upon the acceptance of this Offer are subject to certain conditions, including the condition precedent (aufschiebende Bedingung) that between the date of the publication of the Offer Document and the expiration of the Acceptance Period, the Federal Ministry of Economics and Technology (Bundesministerium für Wirtschaft und Technologie 'BMWi') has not prohibited the acquisition of 25% or more of the voting rights of Utimaco AG by the Offeror pursuant to Section 7 paragraph 2 no. 5 of the Federal Act on Foreign Trade (Außenwirtschaftsgesetz 'AWG') in connection with Section 52 of the Foreign Trade Regulation (Außenwirtschaftsverordnung 'AWV'). On 18 September 2008, Sophos Public Limited Company, Abingdon, United Kingdom ('Sophos Plc'), which is the controlling shareholder of the Offeror concluded an agreement governed by public law (Öffentlich-rechtlicher Vertrag) with the Federal Republic of Germany, being represented by the BMWi ('Agreement'). According to the Agreement, which became effective upon execution by the parties, the Federal Republic of Germany confirms that it will not prohibit the acquisition of Utimaco AG by Sophos Plc in accordance with Section 52, para. 2 AWV. Under the Agreement, the Federal Republic of Germany, represented by the BMWi, has explicitly agreed with Sophos Plc, that the acquisition of 25% or more of the voting rights in Utimaco AG may be carried out following the entry into the Agreement. In addition the parties to the Agreement have consented to the regulation, in accordance with the Federal Act on Security Supersivision (Sicherheitsüberprüfungsgesetz), of those products of Utimaco AG which have been or are to be licensed by the Federal Agency for Security in Information Technology (Bundesamt für Sicherheit in der Informationstechnologie). As a result of the obligation of the Federal Republic of Germany pursuant to the Agreement not to prevent the satisfaction of the condition precedent contained in Section 12.3 of the Offer Document, as from today it is certain that the condition precedent contained in Section 12.3 of the Offer Document has been satisfied. 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 Document, which have not yet been fulfilled. Cologne, 18 September 2008 Sophos Holdings GmbH 19.09.2008 Financial News transmitted by DGAP ----------------------------------------------------------------------
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