029 Group SE

M&A Activity • Jul 28, 2008

News Details

Takeover Bids | 28 July 2008 08:09

Takeover Offer;

Target company: Utimaco Safeware AG; Bidder: Sophos Holdings GmbH

Release of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG),

transmitted by DGAP – a company of EquityStory AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the decision to make a takeover offer (Übernahmeangebot)

pursuant to Section 10 para.1 in conjunction with Sections 29 para.1 and 34

of the German Securities Acquisition and Takeover Act:

Offeror:

Sophos Holdings GmbH

c/o DLA Piper UK LLP

Hohenzollernring 72

50672 Cologne, Germany

registered in the commercial register of the local court of Cologne

(Amtsgericht Köln) under registration number HRB 63308

Target Company:

Utimaco Safeware AG

Hohemarkstrasse 22

61440 Oberursel

registered in the commercial register of the local court of Bad Homburg v.

d. Höhe under registration number HRB 5302

ISIN DE0007572406

WKN 757240

The offer document will be published on the internet at

http://www.sophos.de .

On 28 July 2008, Sophos Holdings GmbH, which is a wholly-owned subsidiary

of Sophos Public Limited Company (“Sophos Plc”) with its registered office

at Abingdon Science Park, Abingdon, Oxfordshire, United Kingdom, has

decided to make a voluntary public takeover offer (cash offer) in

accordance with the provisions of the German Securities Acquisition and

Takeover Act to the shareholders of Utimaco Safeware AG, Oberursel, to

acquire their no-par value bearer shares in Utimaco Safeware AG, each share

representing a notional amount of the registered share capital of EUR 1.00

and full dividend rights commencing July 1, 2007 against payment of a cash

consideration of

EUR 14.75 per share.

In connection with the takeover offer, a share exchange agreement has been

entered into between, amongst others, ITPU Holdings Limited (“ITPU”) as

Seller and Sophos Plc as acquirer of all the shares in Umbrella

Acquisitions GmbH (“Umbrella”). Umbrella holds shares in Utimaco Safeware

AG amounting to approx. 24.99% of the share capital in Utimaco Safeware AG.

As consideration for the transfer of the shares in Umbrella, ITPU shall

receive cash, warrants to subscribe for shares in Sophos Plc and shares in

Sophos Plc. With respect to its shares in Utimaco Safeware AG, Umbrella has

undertaken not to accept the takeover offer. The consummation of the share

exchange agreement is, amongst others, subject to the fulfilment of the

conditions to be set out in the Offer document. Further details of the

share exchange agreement including the valuation of the consideration for

the shares in Umbrella will be contained in the offer document.

The takeover offer will be made on, and subject to, the terms and

conditions contained in the offer document. One of the conditions will be

the achievement of a minimum acceptance threshold of 50.5 per cent of the

share capital of Utimaco Safeware AG.

The Offeror currently holds no shares of Utimaco Safeware AG.

This announcement neither represents an offer to purchase or sell nor a

solicitation of an offer to purchase or sell shares in Utimaco Safeware AG.

The final terms and conditions of the takeover offer will be published in

the offer document upon approval by the German Federal Supervisory

Authority for Financial Services (Bundesanstalt für

Finanzdienstleistungsaufsicht). Shareholders of Utimaco Safeware AG are

strongly advised to read the offer document and all other documents related

with the takeover offer when they become available since they will contain

important information.

Cologne, 28 July, 2008

Sophos Holdings GmbH

End of WpÜG announcement(c)DGAP 28.07.2008

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Listed: Regulierter Markt in Frankfurt (Prime Standard), Freiverkehr in

Berlin, Düsseldorf, Hamburg, München und Stuttgart