Sophos to launch EUR 217 million offer for Utimaco

Sophos today announced its intent to acquire Utimaco Safeware AG. Sophos intends to launch a voluntary public takeover offer in cash for all outstanding Utimaco shares. Concurrently, Sophos has entered into an agreement with Investcorp Technology Partners, the largest shareholder of Utimaco, to acquire its 24.99% stake in Utimaco for cash and Sophos stock upon the takeover offer becoming unconditional. 

This intended combination furthers Sophos’s Security and Control strategy – to lead in protecting information and computers from external threats and careless or malicious end-user behaviour – at a time when data loss has joined viruses as a key concern for IT professionals. 

Upon completion, Utimaco will become a new business unit within the Sophos group focused on data security, while retaining its well-established, SafeGuard product branding under the Sophos brand. 

Highlights

• Sophos intends to make a cash offer at EUR 14.75 per Utimaco share and a total implied equity purchase price of EUR 217 million
• The intended offer represents a premium of 92%, 76% and 61% on Utimaco’s latest closing price, the averages of the last 30 trading day and the last 90 trading day prices, respectively
• Sophos has signed an agreement with Investcorp Technology Partners for the acquisition of its 24.99% stake in Utimaco
• The acceptance period is expected to start in August 2008
• Sophos anticipates completing the offer in October 2008
• Independent of the offer, Sophos has entered into a reseller contract with Utimaco to supply SafeGuard Enterprise worldwide