19:16 | 30.09.2008
DGAP-News: 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
30.09.2008
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.
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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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