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Disclaimer
Important information regarding the voluntary Public Takeover Offer by Sophos Holdings GmbH to the share-holders of Utimaco Safeware AG
You have entered the internet site which Sophos Holdings GmbH (“Offeror”) has designated for the publication of documents and information in connection with its public takeover offer (“Offer”) for all shares in Utimaco Safeware AG.
On 28 July 2008, Sophos Holdings GmbH published its decision to submit a voluntary public takeover offer for the acquisition of shares in Utimaco Safeware AG in accordance with Sections 29 et seq. of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”). The Offeror will publish further information in relation to its intended public takeover offer for shares in Utimaco Safeware AG on this website in due course.
The announcements made on this internet site do not constitute an invitation to make an offer to sell shares in Utimaco Safeware AG. With the exception of the publication of the Offer document, announcements made on this internet site also do not constitute an offer to purchase shares in Utimaco Safeware AG. The Offer by the Offeror is made solely by publication of the Offer document and solely in accordance with the provisions of such Offer document. The Offer document is to be published in German on this internet site after it has been approved by the German financial supervisory authority (“BaFin”). BaFin will review the Offer document in accordance with German law and in the German language. An English translation of the Offer document is included on this website for convenience only. The English translation does not constitute the Offer and has been neither reviewed nor approved by BaFin.
The Offer is a voluntary Public Takeover Offer pursuant to Section 29 para. 1 WpÜG. The Offer is made to all Utimaco-Shareholders and is made solely pursuant to German law and in compliance with certain applicable capital market law provisions of the United States of America (USA), the United Kingdom (UK) and Canada. The Offer is not being made or intended to be made pursuant to the provisions of any other legal system. Accordingly, the Offeror and the persons acting in concert with the Offeror will not procure any further registrations, authorisations or approvals of the Offer document or the intended Offer by any security supervisory authority or similar institutions outside the Federal Republic of Germany. The Offeror and the persons acting in concert with the Offeror therefore do not assume any responsibility for compliance with any law other than German, Canadian, US law and the laws of the UK. This website, and the materials displayed here is not directed at, many not be viewed or accessed by and may not be forwarded, transmitted or otherwise distributed to persons in circumstances in which such action would be unlawful.
The Offer document (or the English convenience translation thereof) will be distributed solely in accordance with the provision of WpÜG and in compliance with certain applicable capital market law provisions of the USA, the UK and Canada. The publication of the Offer document (and the English convenience translation thereof), in particular in the internet, serves solely to comply with the provisions of WpÜG, and does not constitute either the submission of the Offer nor the publication of the Offer or the Offer document nor a public advertisement for the Offer pursuant other than in the Federal Republic of Germany, the United States, the UK or Canada.
The publication, forwarding or distribution of the Offer document or other documents relating to the Offer (including, without limitation, any convenience translations thereof) outside the Federal Republic of Germany, Canada, the UK and the USA may be subject to legal restrictions.
Notwithstanding the mandatory publication of the Offer document on the Internet according to Section 14 para. 3 clause 1 WpÜG, the Offer document or other documents relating to the Offer (including, without limitation, any courtesy translations thereof) shall not be forwarded, distributed or published in countries in which such dissemination, forwarding, distribution or publication is illegal. The Offeror has not permitted the dissemination, forwarding, distribution or publication by third parties outside of the Federal Republic of Germany, Canada, the UK or the USA or to any person to whom it is or may be unlawful to do so.
The Offer may be accepted by all domestic and foreign Utimaco-Shareholders in accordance with the provisions of the Offer document and the relevant applicable legal provisions. The Offeror points out, however, that the acceptance of the Offer outside the Federal Republic of Germany, Canada, the UK and the USA may be subject to legal restrictions. Utimaco-Shareholders who come into possession of the Offer document outside the Federal Republic of Germany, Canada, the UK and the USA who want to accept the Offer and/or are subject to the provisions of capital market or securities laws or regulations other than those of the Federal Republic of Germany, Canada, the UK or the USA are required to familiarize themselves and comply with the relevant capital market or securities laws and regulations before accepting the Offer.
The Offeror and the persons acting in concert with the Offeror do not guarantee that the publication, forwarding or distribution of the Offer document or other documents relating to the Offer or the acceptance of the Offer outside the Federal Republic of Germany, Canada, the UK or the USA complies with the applicable national laws and regulations of such other countries. The Offeror and the persons acting in concert with the Offeror expressly exclude all liability for non-compliance with applicable laws or regulations by third parties.
If any announcements or publications on this internet site, in particular the Offer document, contain forward-looking statements, such statements do not represent facts and are characterised by the words "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Offeror. Such forward-looking statements are expressions of current plans, estimates and forecasts of the Offeror with respect to possible events in the future. They are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Offeror. The forward looking statements may not be correct and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
I hereby confirm that I have read and understood the legal information above.