Sophos Holdings GmbH c/o DLA Piper UK LLP
Sophos Holdings GmbH: Satisfaction of all offer conditions of the voluntary 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. ---------------------------------------------------------------------- Satisfaction of offer conditions 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 expired on 29 September 2008 at midnight Central European Daylight Saving Time (6 pm Eastern Daylight Time). Pursuant to Sections 12.1 to 12.4 of the Offer Document, the Offer and the share purchase and transfer contracts to be concluded upon the acceptance of this Offer were subject to the conditions contained therein ('Offer Conditions'). All Offer Conditions have now been satisfied. The Offer Condition contained in Section 12.3 of the Offer Document was satisfied on 18 September 2008. In this regard we refer to the relevant announcement of the fulfilment of an Offer Condition published in the federal electronic gazette on 19 September 2008. Following the expiration of the acceptance period it is now certain that the Offer has been accepted by shareholders of Utimaco representing more than 7,446,452 Utimaco-Shares. Accordingly, the minimum acceptance threshold of 50,5% has been reached and the Offer Condition contained in Section 12.1 of the Offer Document has been satisfied. In addition and pursuant to Section 12.2 of the Offer Document, between the date of the publication of the Offer Document and the expiration of the acceptance period, no insolvency or similar proceedings have been applied for by a third party (excluding the Offeror or a person acting in concert with the Offeror), or been commenced or opened with respect to the assets of one or more of the following companies, and no over-indebtedness or illiquidity within the meaning of the relevant provisions of German insolvency law or the relevant laws of foreign countries in respect of one or more of the following companies has occurred: Utimaco AG, Utimaco Safeware B.V., Utimaco Safeware Ltd., Utimaco Safeware AB, Utimaco Safeware Oy, Utimaco Safeware Inc., Utimaco Safeware KK and Utimaco Safeware France SA. Furthermore, between the date of the publication of the Offer Document and the expiration of the acceptance period, none of the detrimental measures in respect of Utimaco AG as set out in Section 12.4 of the Offer Document have occurred. In consequence of the satisfaction of all Offer Conditions, the Offer and the share purchase and transfer contracts concluded on the terms of the Offer have now become effective. The announcment by the Offeror pursuant to Section 23 para. 1 no 2 WpÜG will be made on 2 October 2008 after the completion of the booking of the Utimaco Shares tendered (Nachbuchung). Cologne, 30 September 2008 Sophos Holdings GmbH 30.09.2008 Financial News transmitted by DGAP ----------------------------------------------------------------------
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