London and Cologne – LAWFUEL – DLA Piper is advising Sophos Plc (“Sophos”), a global leader in endpoint security and control solutions, on its €217 million voluntary public takeover offer (“Offer”) for Utimaco Safeware AG (“Utimaco”), a leading global provider of data security solutions. Sophos’s decision to make the Offer was announced on 28 July 2008.
The transaction is being led by London corporate partner, Charles Severs, who is being assisted by Cologne corporate partner, Abdul Aziz Al-Yaqout, and London corporate partner, Malcolm MacDougall.
The Offer is to be partly financed by new debt facilities being provided by HSBC, the Royal Bank of Scotland and TA Associates, an existing Sophos shareholder. London banking partner, Adrian Low, and London banking associate, Jolyon Ellwood-Russell, advised Sophos on the new debt facilities. DLA Piper is working together on the deal with Deutsche Bank who are acting as the financial adviser to Sophos.
Immediately prior to announcing the decision to make the Offer, Sophos 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 shares, upon the Offer becoming unconditional.
Utimaco is listed on the Frankfurt Stock Exchange. 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.
Charles Severs commented: “DLA Piper is delighted to be working on this transaction. The Sophos management team have a clearly defined strategy and DLA Piper’s international network and deep knowledge of the technology sector is being harnessed to assist with delivery of this vision.”