Sophos Plc ("Sophos"), a global leader in endpoint security and
control solutions, today announced its intent to acquire Utimaco
Safeware AG ("Utimaco") (Frankfurt Stock Exchange ISIN
DE0007572406), a global leader in data security solutions for
enterprises, headquartered in Oberursel, near Frankfurt a.M.,
Germany. 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
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.
- Sophos intends to make a cash offer at EUR 14.75 per Utimaco
share and a total implied equity purchase price of EUR 217
- 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 1
- 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
Utimaco enables organizations to safeguard against intentional
or unintentional loss of sensitive or confidential data by
providing a complete range of data security solutions for data at
rest, data in motion and data in use, based around strong
encryption and central security policy management. Industry analyst
IDC forecasts the Information Protection and Control market to grow
at CAGR 33.4% between 2006 and 2011. 2
"Information security should be as commonplace as anti-virus
protection - no longer a nice to have, but a must have. Companies
of all sizes are looking to protect against both external and
internal threats, with one manageable solution," said Steve
Munford, CEO of Sophos. "Integrating endpoint protection, network
access control and encryption provides us with a great platform for
innovation as the market continues to focus on securing and
Mr. Munford continues, "Utimaco has great engineering and their
new SafeGuard Enterprise product perfectly addresses the need for
sophisticated key management and modular architecture. There is a
strong fit with both organizations excelling in engineering and
customer service, and we will continue to prioritize investment in
After strategic discussions, and independently from the intended
offer, Sophos and Utimaco have entered into a reseller contract
regarding SafeGuard Enterprise and a mutual referral agreement for
all products of both companies, in order to take advantage of
market synergies quickly.
Customers of both companies can look forward to the benefits of
the combined experience and expertise, leading to more
comprehensive and manageable solutions from a strong IT security
vendor. As a business unit within the Sophos group, Utimaco's
products will receive continued strong support, development and
Sophos intends to launch a takeover offer in cash for all
outstanding Utimaco shares at the price of EUR 14.75 per share.
This price represents:
- A 92% premium on the latest closing price of EUR 7.68
- A 76% premium on the average of the last 30 trading day price
of EUR 8.38
- A 61% premium on the average of the last 90 trading day price
of EUR 9.16
- A total implied equity purchase price of EUR 217 million
Concurrently, Sophos has entered into an agreement with
Investcorp Technology Partners, Utimaco's largest shareholder, in
which Investcorp Technology Partners has agreed not to tender its
24.99% stake in Utimaco during the offer period and has agreed to
sell this stake for cash and Sophos stock upon the takeover offer
It is intended that the offer will be subject to an offer
acceptance level of at least 50.5% of the issued share capital of
Utimaco, as well as other customary conditions.
The transaction will be financed through Sophos' existing cash,
new debt facilities and equity. Sophos has secured fully committed
financing from HSBC and RBS as well as TA Associates, a leading
technology focused private equity firm and an existing Sophos
shareholder. Deutsche Bank Securities Inc. is acting as financial
advisor to Sophos in this transaction.
In accordance with German takeover rules, Sophos has published a
statutory announcement of a voluntary public takeover offer and
intends to issue the offer document describing the details of the
offer to Utimaco's shareholders, following approval by the German
regulator Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin).
Sophos anticipates completing the offer in October.
Sophos enables enterprises all over the world to secure and
control the use of their IT infrastructure and information.
Sophos's network access control, endpoint, web and email solutions
simplify security to provide integrated defenses against malware,
spyware, intrusions, unwanted applications, spam, policy abuse,
data leakage and compliance drift. With over 20 years of
experience, Sophos protects over 100 million users in nearly 150
countries with its reliably engineered security solutions and
services. Recognized for its high level of customer satisfaction
and powerful yet easy-to-use solutions, Sophos has received many
industry awards, as well as positive reviews and certifications.
Sophos is headquartered in Boston, US and Oxford, UK. More
information is available at www.sophos.com
Sophos recently announced results for the fiscal year ending
31st March, 2008 with billings of $213.9 million and free cashflow
of $41.8 million, up 28% and 41% on the previous year respectively.
Cash balance at 31st March 2008 stood at $139.3 million.
Utimaco is a leading global provider of data security solutions,
enabling mid- to large-size organizations to safeguard their data
assets against intentional or accidental data loss, and to comply
with privacy laws. Utimaco's complete range of data security
solutions provide full 360 degree data protection for data at rest,
data in motion and data in use. Utimaco offers its customers
comprehensive on-site support via a world-wide network of certified
partners and subsidiaries.
Utimaco Safeware AG, with headquarters in Oberursel, near
Frankfurt, Germany, is listed on the Frankfurt Stock Exchange (ISIN
DE0007572406), and reported revenues of EUR 55.9 million and EBITDA
of EUR 11.1 million for the four quarters ending 31st March 2008.
More information is available at www.utimaco.com.
Key contact info
|Graham Cluley (European time zone)
||Mike Haro (US Eastern time zone)
This press release does not constitute an announcement
fulfilling the requirements of the German Securities Acquisition
and Takeover Act (Wertpapiererwerbs-und Übernahmegesetz) nor any
other laws or regulations applicable to the intended voluntary
takeover offer to be made by Sophos for the shares in Utimaco
Safeware AG (Frankfurt Stock Exchange ISIN DE0007572406).
Furthermore, this press release does not constitute an invitation
to make an offer to sell shares in Utimaco Safeware AG.
The Offer by Sophos will be made solely by publication of the
offer document and solely in accordance with the provisions of such
offer document. The offer document will be published in German on
the internet site www.sophos.de
after it has been approved by the German financial supervisory
authority (Bundesanstalt für
Finanzdienstleistungsaufsicht; "BaFin"). BaFin will review the
offer document in accordance with German law and in the German
language. An English translation of the offer document will be
included on the website www.sophos.de for convenience only.
Based on stock prices from
IDC, Worldwide Information
Protection and Control (IPC) 2007 2011 Forecast and Analysis:
Securing the World's New Currency, (IDC #206750), May 2007
Sophos is headquartered in Boston, US and Oxford, UK. More information is available at www.sophos.com.