Utimaco's Management Board and Supervisory Board Publish Joint Response to Sophos...

Utimaco's Management Board and Supervisory Board Publish Joint Response to Sophos Takeover Offer

OBERURSEL, Germany--(Business Wire)--
The Management Board and Supervisory Board of Utimaco Safeware AG
today issued a joint statement in response to the voluntary, public
takeover offer made on August 21st 2008 by Sophos Holdings GmbH, in
accordance with Section 27 of the German Securities Acquisition and
Takeover Act (WpUG). Sophos made an offer to Utimaco Safeware AG's
shareholders to purchase all shares in Utimaco at a cash price of
14.75 Euros per share.

After evaluating the offer documents, the Management Board and
Supervisory Board consider Sophos's offer of 14.75 Euros per share to
be reasonable. This assessment has been confirmed by Jefferies, an
independent investment bank employed by Utimaco to provide a fairness
opinion.

In the opinion of the Management Board and Supervisory Board, the
offer is in the interest of Utimaco Safeware AG. Even if Utimaco is
acquired by Sophos, the Management Board and Supervisory Board at
Utimaco do not expect to see any significant changes to be made to the
company's successful product strategy. The Sophos and Utimaco product
lines are complementary and Sophos also plans to make Utimaco the
centerpoint of a new division that will focus on the area of
information protection. In bringing together these two companies, the
aim is to create a major supplier in the security solutions market.

However, in this context, the Management Board and Supervisory
Board also wish to draw attention to the offer conditions in Sophos's
offer document, which include the condition that the German Federal
Ministry of Economics and Technology (BMWi) does not prohibit Sophos's
planned acquisition of 25% or more of the voting rights in Utimaco
Safeware AG.

Currently, if Sophos reports the acquisition in accordance with
the German Foreign Trade and Payments Law (AWG), the question of
whether the German Federal Ministry of Economics and Technology will
or will not prohibit the planned acquisition, or would only grant its
approval under certain conditions, is still open. As a consequence of
this, and the resulting transaction uncertainty, the Management Board
and Supervisory Board cannot give a recommendation either to accept or
not to accept the offer. Both accepting the offer or not accepting the
offer may result in disadvantages for the shareholders of Utimaco
Safeware AG.

The joint statement of Utimaco's Management Board and Supervisory
Board is available for download from http://www.utimaco.de. You can
also request a free copy of this statement, in either a German or a
non-binding English version, by calling +49 (0)6171 88-1117, by faxing
+49 6171-88-1011 or by e-mail from jutta.stolp@utimaco.de.

Utimaco Safeware AG - The Data Security Company.

With over 25 years of company history behind it, Utimaco is now
one of the leading global manufacturers of data security solutions.
The Data Security Company enables medium-sized and large organizations
to safeguard their electronic assets against intentional or accidental
data loss, and to comply with all currently applicable data protection
regulations. Utimaco's complete range of solutions provides full 360
degree protection. SafeGuard solutions protect and manage data during
storage (data at rest), during transmission (data in motion) and
during processing (data in use). Utimaco offers its customers
comprehensive on site support via a worldwide 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). For more information about Utimaco
Safeware, go to: www.utimaco.de.

Utimaco Safeware AG - The Data Security Company
Jutta Stolp, CIRO, +49 (0) 6171 88 - 11 17
Investor Relations
jutta.stolp@utimaco.de
http://www.utimaco.de
or
Version 2.0 Communications
Rob Halpin, +1 617-426-2222 ext. 117
rhalpin@v2comms.com

Copyright Business Wire 2008