PUBLIC SQUEEZE-OUT OFFER. pursuant to article 513, 1 Company Code and chapter IV of the Royal Decree of 8 November 1989

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1 PUBLIC SQUEEZE-OUT OFFER pursuant to article 513, 1 Company Code and chapter IV of the Royal Decree of 8 November 1989 ON all Shares not yet held by the Offeror and all the outstanding Warrants OF BY RECEIVING AND PAYING AGENT February

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3 Public Squeeze-Out Offer pursuant to article 513, 1 Company Code and chapter IV of the Royal Decree of 8 November 1989 of all Shares not yet held by the Offeror and all the outstanding Warrants issued by the limited liability company UBIZEN Registered office: B-3001 Leuven, Philipssite 5 Register of Legal Entities (enterprise number): RPR/RPM Leuven by CYBERTRUST HOLDINGS, INC. (formerly known as Betrusted Holdings, Inc.) Registered office: 1209 Orange Street, Wilmington, Delaware, 19801, USA Mailing address: c/o Cybertrust, Inc., Dulles Technology Drive, Herndon, VA 20171, USA Offer Price: EUR 2.10 per Share and EUR per Warrant K Period: from 8 March 2007 until 21 March 2007 Condition: the Offer is not subject to any condition precedent. Receiving and Paying Agent ING BELGIUM Acceptances of the Offer can be submitted, free of charge, with the aforementioned institution or through any financial intermediary in Belgium. The costs of any such intermediary will be borne by the Seller. The Prospectus, together with the Acceptance Form, can be obtained free of charge at the registered office of ING Belgium (Avenue Marnix, 24 at 1000 Brussels) or by telephoning the ING Contact Center at the following numbers: 02/ (Dutch), 02/ (French) or 02/ (English). As of 8 March 2007, the Prospectus in Dutch and French will also be available at the website of ING Belgium ( The English translation of the Prospectus will only be available on the websites of ING Belgium ( Ubizen ( and Cybertrust ( The report of the independent expert, which has been prepared in accordance with article 47, 2 of the Royal Decree of 8 November 1989, can be obtained free of charge at Degroof Corporate Finance, Guimardstraat 18, 1040 Brussel (Tel. 02/ ). This report is also available on the following website: 3

4 Shareholders and Warrant Holders should rely only on the information contained in this Prospectus. The Offeror has not authorised anyone to provide Shareholders or Warrant Holders with information that is different. This Prospectus may only be used where it is legal to purchase or sell securities. The information in this Prospectus may only be accurate on the date of this Prospectus. In Belgium, any change within the meaning of article 54 of the Royal Decree of 8 November 1989 occurring before the end of the Offer Period will be the subject of an addendum to the Prospectus supervised and published in accordance with the methods autorised by the CBFA. This Prospectus does not constitute an offer to purchase or to sell or a solicitation by anyone in any jurisdiction in which such offering or solicitation is not authorised or to any person to whom it is unlawful to make such offering or solicitation. No action has been (or will be) taken other than in Belgium to permit a public offering in any jurisdiction where action would be required for that purpose. Neither this Prospectus nor any advertisement nor any other material may be supplied to the public in any jurisdiction outside Belgium in which any registration, qualification or other requirements exist or would exist in respect of any offering to purchase or to sell and, in particular, may not be distributed to the public in Canada, Japan and the United Kingdom. Any failure to comply with these restrictions may constitute a violation of Canadian, Japanese or UK securities laws or the securities regulation of other jurisdictions. The Offeror expressly declines any liability for breach of these restrictions by any person. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in the United Kingdom in connection with the Offer has only been communicated or caused to be communicated and may only be communicated or caused to be communicated in circumstances in which section 21(1) of the FSMA does not apply to the Offeror. This Prospectus may only be passed on in Canada or any of its provinces or in Japan or any of its territories to persons whom the Prospectus may lawfully be passed on in accordance with statutory exemptions in each relevant jurisdiction in Canada or Japan pursuant to a discretionary exemption granted by the relevant Canadian and/or its provinces' or Japanese and/or its territories' securities regulatory authority. Notice to Shareholders and Warrant Holders in the USA: this Offer is made for the securities of Ubizen, a Belgian company. The Offer is subject to the requirements of Belgium, which are different from those of the Unites States. Any material change with respect to the contents of this Prospectus within the meaning of article 54 of the Royal Decree of 8 November 1989 and article 13, para 3 of the Public Offer Law occurring before the end of the Offer Period will be the subject of an addendum to the Prospectus supervised and published in accordance with the methods authorised by the CBFA. Certain financial statements and other financial information regarding Ubizen included or referred to in this Prospectus have been prepared in accordance with Belgian accounting standards that may not be comparable to the financial statements of Cybertrust or other U.S. companies. Investors should be aware that Cybertrust or its affiliates may, subject to applicable Belgian and U.S. securities laws, rules and regulations, purchase or make arrangements to purchase Shares or Warrants from Shareholders or Warrant Holders who are willing to sell outside of the Offer from time to time, including in the open market at prevailing prices or in transactions at negotiated prices. Any information about such purchases will be disclosed by Cybertrust to the CBFA in Belgium if by such purchase Cybertrust owns Shares representing 5% or more of Ubizen's share capital in accordance with the Law of 2 March 1989 concerning the disclosure of significant shareholdings in listed companies and regulating takeover bids. Any information on arrangements to purchase Shares or Warrants will be disclosed if and to the extent required under Belgian Law. 4

5 IN MAKING A DECISION, SELLERS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE OFFER, INCLUDING THE MERITS AND RISKS INVOLVED. ANY SUMMARY OR DESCRIPTION SET FORTH IN THIS PROSPECTUS OF LEGAL PROVISIONS, CORPORATE RESTRUCTURINGS OR CONTRACTUAL RELATIONSHIPS IS FOR INFORMATION PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL OR TAX ADVICE AS TO THE INTERPRETATION OR ENFORCEABILITY OF SUCH PROVISIONS. THE OFFER HAS NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY IN BELGIUM OR OTHERWISE. IN CASE OF ANY DOUBT ABOUT THE CONTENTS OR THE MEANING OF THE INFORMATION CONTAINED IN THIS PROSPECTUS, INVESTORS SHOULD CONSULT AN AUTHORISED OR PROFESSIONAL PERSON WHO SPECIALISES IN ADVISING ON THE SALE AND PURCHASE OF FINANCIAL INSTRUMENTS. PERSONS RESPONSIBLE FOR THIS PROSPECTUS The Offeror, represented by its Board of Directors, takes the responsibility for the information contained in this Prospectus. To the knowledge of the Offeror, the information included herein conforms to the reality and does not comprise any omission susceptible to altering its scope. The Board of Directors of Ubizen, which has reviewed this Prospectus in accordance with articles 47, 3 of the Royal Decree of 8 November 1989, is responsible for the information set forth in the Prospectus that relates to Ubizen. The Board of Directors of Ubizen is, with an unanimous cast of votes, of the opinion that, to the best of its knowledge, and based on the information known to them, the Prospectus, prepared by Cybertrust, does not show any gap and does not contain any information that could mislead the Shareholders or the Warrant Holders. APPROVAL BY THE BELGIAN BANKING, FINANCE AND INSURANCE COMMISSION This Prospectus has been approved by the CBFA on 27 February 2007, pursuant to article 48 of the Royal Decree of 8 November 1989 and article 14 of the Public Offer Law. The approval of this Prospectus does not imply any judgment by the CBFA on the merits or the quality of the Offer and neither does it render any judgment on the position of the persons conducting the Offer. The notice required by article 56 of the Royal Decree of 8 November 1989 and article 13 of the Public Offer Law has been published in the Belgian financial press on or about 7 maart With the exception of the CBFA (whereby the approval by the CBFA is only valid for Belgium), no other authority of any other jurisdiction has approved the Prospectus or the Offer. No means whatsoever designed to obtain authorisation to distribute the Prospectus in jurisdictions outside Belgium, was or will be taken. AVAILABILITY OF THE PROSPECTUS The Dutch, French and English language versions of the Prospectus will be made available to Shareholders and Warrant Holders at no cost at the registered office of ING Belgium (Avenue Marnix, 24 at 1000 Brussels) or by telephoning the ING Contact Center at the following numbers: 02/ (Dutch), 02/ (French) or 02/ (English). The English language version is the only version that was approved by the CBFA, and will therefore have in any case evidential value Cybertrust has verified and is responsible for the translation and the concordance of the English, the Dutch and the French language versions. An electronic version of this Prospectus is also available, for information purposes only, via the Internet on the website of ING Belgium (address: The English version of the Prospectus will be available via the Internet on the websites of ING Belgium ( Ubizen ( and Cybertrust ( Information contained on the Internet website of ING Belgium or any other website does not form part of this Prospectus. 5

6 FORWARD-LOOKING STATEMENTS This Prospectus contains forward-looking statements including, without limitation, statements containing the words believes, anticipates, expects, intends, plans, seeks, estimates, may, will and continue and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Offeror or the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, the public is cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of this Prospectus. The Offeror expressly disclaims any obligation to update any such forward-looking statements in this Prospectus to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except if and only to the extent such update is required pursuant to article 54 of the Royal Decree of 8 November 1989 or the Royal Decree of 31 March 2003 on the obligations for issuers of financial instruments which are admitted to trading on a Belgian regulated market. PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION The audited consolidated financial statements of Ubizen contained in this Prospectus for the financial period ended 31 December 2005 have been prepared in accordance with US GAAP. The audited statutory financial statements of Ubizen contained in this Prospectus for the financial period ended on 31 December 2005 have been prepared by Ubizen in accordance with Belgian generally accepted accounting principles. The consolidated halfyear financial statements of Ubizen per June 30, 2006 and the consolidated quarterly financial statements of Ubizen per March 31 and September 30, 2006 have been prepared in accordance with US GAAP and have not been audited by the Company s statutory auditor. Ubizen has published an IFRS transition note on May 9, This document is available on the corporate website of the company as part of the press release announcing the results of the quarter ended on March 31, 2005.( relations/new events & alerts/financial news 2005) Some financial information in this Prospectus has been rounded and, as a result, the numerical figures shown as totals in this Prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them. In settlement of the Offer Price of the Warrants, the tender price of all the Warrants offered for sale by one Seller will be aggregated and the total amount rounded up to the nearest Eurocent. Other information about Ubizen and Cybertrust is available at their respective offices and websites ( CURRENCY In this Prospectus, all references to "Euro" and "EUR" are to the single currency of the participating member states of the European Union and all references to "USD" are to the single currency of the United States of America. INDEPENDENT ACCOUNTANTS The consolidated financial statements of Ubizen as at and for the financial year ended on 31 December 2005 were audited by Ernst & Young BCV, company auditors, with registered office at 9000 Ghent, Moutstraat 54, represented by Mr Jean-Pierre Romont. The report of Ernst & Young BCV contains a disclaimer of opinion on the true and fair representation in the consolidated financial statements of the financial position of Ubizen and subsidiaries as of 31 December 2005 and the results of their operations and their cash flows for the year then ended, based on a going concern assumption. The report provides in this respect: "Note 1.2 and the Annual Report specify the Board s position on the going concern assumption, based on the 2006 budgets confirming continued improvement of the operating results. Furthermore, the Board assumes the 6

7 Company will remain controlled by Cybertrust Holdings, Inc, its major shareholder. Ubizen NV has relied on funding from Cybertrust Holdings, Inc. As a result, the going concern assumption is dependent on the continued financial support of its major shareholder and the successful realisation of the budgets. We are unable to obtain reasonable assurance as to whether this assumption will be realized. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classifications of liabilities that may result in case the Company would not be able to continue as a going concern. Because of the uncertainties, discussed in the preceding paragraph, we are unable to express and we do not express an opinion on the true and fair presentation in the consolidated financial statements of the financial position of Ubizen NV and subsidiaries as of December 31, 2005 and the results of their operations and their cash flows for the 15 months then ended, in conformity with accounting principles generally accepted in the United States of America." For the complete report see Exhibit 1.A. The statutory financial statements of Ubizen as at and for the financial year ended on 31 December 2005 were audited by Ernst & Young BCV, company auditors, with registered office at 9000 Gent, Moutstraat 54, represented by Mr Jean-Pierre Romont. The report of Ernst & Young BCV contains a disclaimer of opinion on the true and fair representation in the statutory financial statements of the financial position of Ubizen as of 31 December 2005 and the results of its operations and its cash flows for the year then ended, based on a going concern assumption. The report provides in this respect: "De opstelling van de jaarrekening in de veronderstelling van continuïteit wordt door de Raad van Bestuur in haar jaarverslag verantwoord op basis van de budgetten voor 2006 waaruit de Raad van Bestuur een voortgezette positieve tendens van de operationele resultaten afleidt. Tevens motiveert de Raad van Bestuur haar standpunt op basis van de veronderstelling dat de onderneming deel zal blijven uitmaken van de Cybertrust Groep, de voornaamste aandeelhouder van de vennootschap. Cybertrust Holdings, Inc. heeft steeds de nodige financieringsmiddelen ter beschikking gesteld van de vennootschap in functie van de financiële behoeften. De veronderstelling van continuïteit van de vennootschap is bijgevolg afhankelijk van de verdere financiële ondersteuning door haar voornaamste aandeelhouder en van de succesvolle realisatie van de budgetten. Omtrent de realisatie van deze veronderstelling hebben wij geen redelijke zekerheid bekomen. Er werden geen aanpassingen gedaan met betrekking tot de waardering of de classificatie van bepaalde elementen in de jaarrekening die noodzakelijk zouden kunnen blijken als de vennootschap niet meer in staat zou zijn haar activiteiten verder te zetten. Rekening houdend met de onzekerheden, zoals in voorgaande paragraaf omschreven, kunnen wij geen oordeel geven omtrent het feit of de jaarrekening afgesloten per 31 december 2005 een getrouw beeld geeft van het vermogen, van de financiële toestand en van de resultaten van de vennootschap." The complete statutory auditor's report is included in Exhibit 1.B. The audit of the Cybertrust accounts is currently pending. FINANCIAL ADVISORS ING Belgium has advised the Offeror on certain financial matters in relation to the Offer. These services have been performed solely for the benefit of the Offeror and may not be relied upon by any third party. ING Belgium will not accept any responsibility for the information contained in this Prospectus, and nothing contained in this Prospectus is, or will be relied upon as, an advice, a promise or representation by ING Belgium. 7

8 RECEIVING AND PAYING AGENT ING Belgium acts as receiving and paying agent (the "Receiving and Paying Agent") in connection with the Offer in Belgium. LEGAL ADVISORS Clifford Chance LLP advised Cybertrust on certain legal matters regarding Belgian law in connection with the Offer. DEFINED TERMS Certain capitalised terms used or referred to in this Prospectus are defined elsewhere herein, in the Section "Definitions". 8

9 TABLE OF CONTENTS DEFINITIONS CONTEXT AND OBJECTIVES OF THE OFFER Objectives of the Offeror and context of the Offer Objectives of the Offer Antecedents of the Offer Funding of the Offer Dividends Legal framework TERMS AND CONDITIONS OF THE OFFER Object of the Offer Offer Price Offer Period Justification of the Offer Price Unconditional Offer Decisions of the Offeror regarding the Offer commitment to carry out the Offer Procedure - Acceptance of the Offer Payment of the Offer Price Publication of the results of the Offer Costs of the Offer Availability of funds Advice of the Board of Directors of the Company TAXATION OF THE OFFER Taxation upon transfer of the Shares Taxation upon transfer of the Warrants in the context of the Offer Tax on stock market transactions ANSWERS GIVEN BY THE OFFEROR ON QUESTIONS AND COMMENTS MADE BY THE CBFA Overview of references to answers on questions and comments made by the CBFA Independence of independent expert Degroof Corporate Finance Motivation of the Offer Price Related party transactions Information on the Offeror General information on the Offeror's corporate structure and capital General information on the Offeror's business and activities Shares or Warrants owned by the Offeror INFORMATION ON THE COMPANY General information on the Company's corporate structure and capital General information on the Company's business and activities EXHIBITS Exhibit 1.A.: Financial consolidated statements of the Company for the financial period ended 31 December Exhibit 1.B.: Financial statutory statements of the Company for the financial period ended 31 December Exhibit 2: Acceptance Form Exhibit 3: Press releases Exhibit 4: Declaration of Independence by Degroof Corporate Finance

10 DEFINITIONS In this Prospectus: Acceptance Form has the meaning attributed thereto in Section 2.7 "Procedure Acceptance of the Offer" an exemplary of which is enclosed in Exhibit 2 to this Prospectus. Banking Day CBFA Certificate Company Company Code Counter Offer Cybertrust Former Key Shareholders Free Market ING Belgium Offer Offer Period means any day on which the financial institutions are open for business, within the meaning of article 2, 1, 3 of the Royal Decree of 8 November means the Belgian Banking, Finance and Insurance Commission ("Commissie voor het Bank, Financie- en Assurantiewezen / Commission Bancaire, Financière et des Assurances"). means the certificate issued by the Company in respect of the registration of ownership of registered Shares or Warrants in the relevant registers in accordance with article 465 of the Company Code. means Ubizen NV, having its registered office at 3001 Leuven, Philipssite 5, previously registered in the commercial registry of Leuven under number and currently registered with the legal entities register under number RPR/RPM Leuven. means the Belgian Company Code, co-ordinated by law of 7 May 1999, as amended from time to time. means the voluntary public take-over counter offer for the Ubizen shares and warrants commenced on 19 February 2004 and closed on 3 March means the Offeror. means Cobra NV, Concentra NV, Katholieke Universiteit Leuven, Mr Stijn Bijnens, Mr Wouter Joosen and R2I NV. means the non regulated Free Market ("Vrije Markt / Marché Libre") operated by Euronext Brussels. means ING Belgique SA, having its registered office on Avenue Marnix, 24 at 1000 Brussels. means the present public squeeze out offer by the Offeror for the Shares and Warrants, subject to conditions and the further terms set out or referred to in this Prospectus, and including, where the context so requires, any subsequent revision, extension, amendment or variation thereof in accordance with applicable law. means the Offer period to commence on 9.00 am (Central European Time) on 8 March 2007 and to close on 4.00 pm (Central European Time) on 21 March

11 Offer Price Offeror Prospectus Public Offer Law Receiving and Paying Agent Royal Decree of 8 November 1989 Second Offer Sellers Shareholders Shares Take-over Offer has the meaning attributed thereto in Section 2.2 "Offer Price". means Cybertrust Holdings, Inc. (formerly known as Betrusted Holdings, Inc.), having its registered office at 1209 Orange Street, Wilmington, Delaware 19801, USA and its mailing address c/o Cybertrust, Inc., Dulles Technology Drive, Herndon, VA 20171, USA. means the present Prospectus and all exhibits or annexes hereto which will form an integral part hereof, including, as applicable, any supplements hereto published in accordance with applicable law. means the law of 22 April 2003 on the public offer of securities, as amended from time to time. means ING Belgium. means the Royal Decree of 8 November 1989 on Public Takeover Bids and Changes of Control over Companies, as amended from time to time. means the public take-over offer by the Offeror for the Shares and Warrants commenced on 8 July 2004 and closed on 6 August means any Shareholders or Warrant Holders, who have validly accepted the Offer. means any holder of one or more Shares. means, depending on the context, all or any of the shares representing the capital of the Company. means the public take-over offer launched by the Offeror for the Shares and Warrants commenced on 20 June 2006 and closed on 3 July 2006, and re-opened from 14 July 2006 until 4 August Ubidco means Ubidco NV, a company with registered office at 3001 Leuven, Philipssite 5, registered with the legal entities register under number Ubidco Offer Ubizen Ubizen Warrant Plan means the voluntary public take-over bid launched by Ubidco to acquire all the Shares and Warrants as further described in Section 1.3 "Antecedents of the Offer". means the Company. means a warrant plan of Ubizen established by its Board of Directors or shareholders' meeting, pursuant to which Warrants are granted to employees, self employed managers and directors of the Ubizen Group, as described in note 12 "Employee Stock Purchase Plans" of the Exhibit 1.A of the Prospectus. 11

12 Warrant Holders Warrants means any holder of one or several Warrants. means the warrants issued by the Company pursuant to Ubizen Warrant Plan and granting the right to subscribe to Shares, as further described in Section 2.2 "Offer Price". 12

13 1. CONTEXT AND OBJECTIVES OF THE OFFER 1.1 Objectives of the Offeror and context of the Offer Cybertrust's objective is to acquire all outstanding Shares and Warrants. In order to reach this objective, Cybertrust launched the Take-over Offer. Following the Take-over Offer together with additional purchases in the market, Cybertrust currently owns, directly or indirectly 1, 95.8% of the Shares and 99.33% of the outstanding Warrants. Cybertrust has now decided to launch the present Offer to acquire the remaining Shares and Warrants K. In accordance with article 513, 1 of the Company Code, all Shares and Warrants that will not have been tendered at the end of this Offer, will be deemed to have transferred to the Offeror by operation of law. The funds reserved for the holders of Shares and Warrants that have not been tendered will remain on the blocked account with ING Belgium for a period of 6 months after the end of the Offer period, after which period these funds will be deposited with the Deposito en consignatiekas / Caisse des dépôts et consignations. In addition, Ubizen s Shares will be delisted from Euronext Brussels and will no longer be traded in any public market. Cybertrust s ability to achieve efficiencies within Ubizen s business has been restricted by the interests of Ubizen s third-party, minority shareholders. To date, Cybertrust has been required to maintain Ubizen as a separate, independent entity. As a result, Ubizen has not been able to fully realize operational synergies, inter alia because of duplicative regional presences, duplicative branding, duplicative corporate websites, the impossibility to use the Cybertrust trademark in the Benelux, the necessity to print marketing and product collateral under both the Ubizen and Cybertrust trademarks, the further protection of the Ubizen trademark and logo, the need to maintain a number of duplicative "headquarter functions" etc. When Cybertrust will become Ubizen s sole shareholder, it will have additional options available to it, including combining Ubizen s business with other businesses conducted by Cybertrust. In addition, Cybertrust will be able to evaluate the role of Ubizen s business within Cybertrust s business as a whole without the restriction of having to safeguard the interests of Ubizen s minority shareholders (as long as Ubizen is a public company with minority shareholders, it has to continue to operate as an independent company and sustain a number of processes and structures that will become redundant as soon as Ubizen has become a wholly owned subsidiary of Cybertrust. Reference can be made to the need to appoint independent board members, the need to maintain a separate brand and corporate website, the impossibility to simplify the corporate structure in countries with duplicate legal entities, the need to develop double branded marketing collateral, the need to structure corporate governance policies based on best practices for public companies etc.). Cybertrust's plan to fully integrate Ubizen within Cybertrust is to be understood in the operational sense. It is not the intention to liquidate Ubizen in the legal meaning of the word. Once Ubizen will be a wholly owned subsidiary of the Cybertrust Group, the Ubizen name and brand will disappear and Ubizen, its activities and employees will be fully integrated within Cybertrust. As a result, Ubizen employees will be eligible for functions at the level of Cybertrust, they will be integrated within the global Cybertrust organization and global Cybertrust policies will be applicable to Ubizen employees. It is not the intention to sign new employment agreements with the Ubizen employees. From a legal point of view, the consolidation of duplicative legal entities will be structured taking into account practical legal, fiscal or other pragmatic considerations. In jurisdictions with a predominant Ubizen presence (essentially Benelux), Cybertrust expects the Ubizen legal entity to be the surviving legal entity; such entity will change its name into Cybertrust after completion of the squeeze out. 1 Through its 100% subsidiary Ubidco NV which holds 31.4% of the Shares. 13

14 Cybertrust intends to continue substantial business operations in Belgium and anticipates that it will seek to amend and simplify Ubizen's Articles of Association to reflect control by a single majority shareholder (among others the clause relating to the appointment of the board of directors' members and the clause relating to the majority required for certain decisions of the board of directors) as well as to reflect the change of the name Ubizen into Cybertrust and the fact that Ubizen will no longer be a public company. Cybertrust is and will continue to evaluate its employment policies, including those affecting Ubizen employees who will become Cybertrust employees in the event Ubizen s business is merged into Cybertrust s. The sustained combination with Cybertrust would bring Ubizen both increased financial strength and stability as well as increased business opportunities. Prior to becoming part of Betrusted / Cybertrust, Ubizen had no strong financial reference shareholder. Since 2004, Cybertrust has subscribed to a number of capital increases and has provided additional short term financing when needed. These resources were not available to Ubizen on a stand-alone basis, what resulted in a peculiar cash constraint by the end of 2003 (negative net cash amounting to 350 K per September 30, 2003). The increased business opportunities result from 1 Cybertrust s global presence (Ubizen is essentially located in Western Europe with a modest presence in the USA); 2 Cybertrust s ability to support Ubizen s R&D activities resulting in more competitive services 3 integrating Ubizen s traditional services into the broader products and services portfolio of Cybertrust; 4 leveraging on Cybertrust marketing resources; 5 taking advantage of a global strong brand and 6 the support provided by Cybertrust s staff departments (Tax, Finance, Legal, HR, Marketing, procurement, facilities ). Notwithstanding the restrictions resulting from the presence of minority shareholders in Ubizen s capital, a number of operational synergies have been realized between Ubizen and Cybertrust since Therefore, Cybertrust does not anticipate that the Offer would on the short-term substantially impact on Ubizen s operations or headcount. The principal benefits from a complete integration of the Company with Cybertrust are situated on the cost side. Cybertrust estimates that when acquiring all of the Shares in this Offer, it would be able to eliminate, on a consolidated basis, duplicative, structural overhead costs in excess of EUR 750,000 per annum. Cost savings will essentially result from: * delisting Ubizen, which will allow Ubizen to avoid the yearly Euronext listing fee, an expensive migration to IFRS, the adoption of the Code Lippens, the need to manage investors relations, the requirement to publish quarterly results, the need to appoint independent directors, the need to subscribe to a separate directors liability insurance, the requirement to consolidate at the Ubizen level which will substantially reduce audit fees * simplifying Cybertrust s corporate structure by eliminating redundant legal entities which will allow the group to substantially reduce the overhead and cost associated with statutory accounting, corporate tax filings, VAT filings, corporate legal housekeeping * simplyfing the marketing strategy: after the squeeze out, there will be one brand ; no longer need for double branding. Together, Cybertrust and Ubizen will have the opportunity to create a leading global security services business, and completion of this transaction will position the Cybertrust Group, of which Ubizen will be a part, as a leading Managed Security Services (see for this activity Section 6.2 "General Information on the Company's business and activities") and consulting service provider. Industry analysts have acknowledged the leading role of Cybertrust, including Ubizen, in the field of IT security: 14

15 - Largest privately held security company in the world (Gartner, 2004) - World s leading provider of managed security services (Frost & Sullivan 2004, 2005). - Leader in information risk management (Yankee Group, 2005). 1.2 Objectives of the Offer Cybertrust, together with its operating subsidiaries outside Belgium 2 (collectively, the "Cybertrust Group") is an information security services company. Cybertrust is the product of the merger of Betrusted Holdings, Inc. ("Betrusted") and TruSecure Corporation ("TruSecure") which closed in November (Details of Cybertrust s history and a description of these acquisitions are included in Section 5.2 "General information on the Offeror's business and activities.") Ubizen is a provider of internet security solutions primarily consisting of managed security services and professional services to assist customers in vulnerability assessment and the design and implementation of security policies and infrastructures. Cybertrust has been a reference shareholder of the Company since it initiated the Counter Offer in January By means of the Second Offer, the acquisition of the share capital of Ubidco, purchases in the market, a number of capital increases and the Take-over Offer, Cybertrust has gradually increased its participation to 95.8% at the close of the Take-Over Offer (for a more detailed overview of the acquisition process, please refer to Section 1.3 below). Since its initial investment in the Company, Cybertrust has consistently expressed its ambition to acquire the entire control over the Company. The current Offer fits in Cybertrust plans to fully integrate Ubizen within Cybertrust. 1.3 Antecedents of the Offer On 11 December 2003, Ubidco announced an offer to purchase the outstanding Shares and Warrants issued by Ubizen for an offer price of EUR 0.95 per Share and between EUR 0.01 and EUR 0.33 per Warrant (the "Ubidco Offer"). The Ubidco Offer was open between 12 January 2004 and 23 January Further to a settlement with certain Former Key Shareholders, Ubidco increased the price of its Offer to EUR 1.10 after the end of the Ubidco Offer. In response to the Ubidco Offer, on 16 January 2004, Betrusted 3 announced the Counter Offer to purchase the outstanding shares and warrants issued by Ubizen for an initial counter offer price of EUR 1.20 per share and between EUR and EUR per Warrant. On 11 February 2004, Betrusted increased the Counter Offer price to EUR 1.32 per Share and between EUR and EUR per warrant and waived all conditions to the Counter Offer. On 16 March 2004, Betrusted subscribed and paid up 989,372 shares at a price of EUR 1.32 per Share. From 16 March 2004 through 20 May 2004, Betrusted owned approximately 44% of Ubizen s outstanding shares and Ubidco owned approximately 34.7%, and two representatives from each company served as directors on Ubizen s Board. During this period, these two major shareholders realized that they did not share a common vision for the future of Ubizen, and they concluded that their own best interests and those of Ubizen s employees, creditors and other shareholders would be best served by having Ubizen be guided by a single shareholder with a comprehensive strategy for the company. On 20 May 2004, Betrusted acquired all the shares of Ubidco for EUR 29,882,317. This 2 For the purpose of this section, the Cybertrust Group is considered without Ubizen. This facilitates the presentation of the rationale behind the acquisition of Ubizen by Cybertrust. 3 Effective November 4, 2004, in connection with its business combination with TruSecure, Betrusted changed its name to Cybertrust. In order to maintain the historical context, all references to Offeror prior to November 4, 2004 are to Betrusted and all subsequent references are to Cybertrust. 15

16 price was based upon EUR 2.10 per Ubizen share (Ubidco had no other assets or liabilities except for approximately EUR 27,000 in cash) and was arrived at solely as a result of arm s length negotiations between Ubidco s owners and Betrusted. As a result of this acquisition, Betrusted s direct and indirect shareholding in Ubizen rose to 78.7%. On 24 May 2004, Betrusted announced that it would launch the Second Offer so as to acquire the remaining Ubizen shares it did not own by offering to all remaining Ubizen shareholders the opportunity to sell their Ubizen shares at the same price Betrusted paid to the Ubidco Shareholders. By 6 August 2004, Betrusted had acquired an additional 4,313,961 Shares at a purchase price of EUR 2.10 per Share in the open market and through tenders in the Second Offer, and its ownership stake in Ubizen rose to 89.32%. As made public in a press release of 25 January 2005, Ubizen's Board of Directors convened an extraordinary shareholders' meeting to vote a capital increase of the Company by way of contribution in kind by Cybertrust. The contributions consisted of (i) the managed security services business formerly carried on by TruSecure in the United States and (ii) the OmniRoot certificate authority chaining business Betrusted had previously acquired from Baltimore Technologies. As both of these businesses were highly complementary to businesses carried on by the Company, the Board felt that the contribution in kind, which the Board valued at EUR 8,363,251, would enable the Company to acquire valuable assets that it would not otherwise have been able to acquire because of its limited financial reserves. The extraordinary shareholders meeting was convened on 21 February 2005, at which time the shareholders approved the issuance to Cybertrust of 4,378,665 new Shares at an issuance price of EUR 1.91 per Share, which was the average of the Share price quoted on Euronext Brussels during the 30 days preceding the date of publication of the agenda for the extraordinary shareholders' meeting, and as a result Cybertrust s stake in the Company rose to 90.36%. Cybertrust announced on April 20, 2006 that it would launch the Take-over Offer so as to acquire the remaining Ubizen Shares and Warrants K it did not yet own by offering to all remaining Ubizen shareholders the opportunity to sell their Shares at a price of EUR 2.10 per share and to sell their outstanding Warrants K at a price of EUR per warrant. Since that date, Cybertrust has also been active in acquiring Shares in the public market on Euronext Brussels, inter alia as published in the press on 7 July 2006 and 11 August Following the Take-over Offer and the additional purchases in the market, Cybertrust currently owns, directly or indirectly 4, 95.8% of the Shares and 99.33% of the outstanding Warrants. As indicated in the prospectus dated 13 June 2006 in relation to the Take-over Offer, if, at the closing of the Take-over Offer, Cybertrust, directly or indirectly, held 95% or more of the outstanding Shares and acquired 66% or more of the securities not yet held by Cybertrust when launching its Take-over Offer, Cybertrust would initiate a public purchase offering at the same conditions as the one applying to the Offer in accordance with article 32, 3 of the Royal Decree of 8 November 1989 and article 513 of the Belgian Company Code. If, however, at the end of the Take-over Offer, Cybertrust would not have been able to acquire at least 66% of the securities not yet held by Cybertrust when launching its Take-over Offer, but if Cybertrust, directly or indirectly, holds 95% or more of the outstanding Shares, Cybertrust indicated the intention to launch a squeeze-out procedure pursuant to chapter IV of the Royal Decree of 8 November 1989 as soon as reasonably possible after the publication of the results of the Offer. On 11 August 2006, Cybertrust communicated in the press that it was not able to acquire at least 66% of the securities not yet held by Cybertrust when launching its Take-over Offer, so that no follow-on squeeze out offer would be initiated in accordance with article 32, 3 of the Royal Decree of 8 November Cybertrust also indicated that its management did not yet take any final decision with regard to its intention to launch a squeeze-out procedure pursuant to chapter IV of the Royal Decree of 4 Through its 100% subsidiary Ubidco NV which holds 31.4% of the Shares. 16

17 8 November 1989, but that it would communicate its possible decision to launch such squeeze out offer at a later time. Based upon the authorization of the board of directors of Cybertrust on Apil 20, 2006, management of Cybertrust has decided on October 26, 2006 to launch a public squeeze out offer pursuant to chapter IV of the Royal Decree of 8 November 1989 in the form of the present Offer. Finally, as published in the press on 11 August 2006, because Cybertrust held more than 95% of the outstanding Shares at the end of the Take-over Offer, Ubizen s request to transfer all its Shares from Eurolist by Euronext Brussels to the Free Market of Euronext Brussels, which was made subject to the condition precedent that Cybertrust, directly or indirectly, holds less than 95% of the outstanding Shares at the end of the Take-over Offer, never entered into effect. In accordance with article 513 of the Company Code, all Shares and Warrants that will not have been tendered at the end of this Offer, will be deemed to have transferred to the Offeror by operation of law. Therefore, Ubizen s Shares will be delisted from Euronext Brussels and will no longer be traded in any public market. 1.4 Funding of the Offer Cybertrust has sufficient funds available on a blocked account with ING Belgium to be able to pay for all Shares and Warrants which may be tendered at the Offer Price in the Offer and for all related costs. 1.5 Dividends Cybertrust and Ubizen have never declared or paid any dividends since their incorporation and neither Cybertrust nor Ubizen expect to pay dividends in the foreseeable future. 1.6 Legal framework The Offer is made pursuant to article 513, 1 of the Company Code and chapter IV of the Royal Decree of 8 November Article 513, 1 of the Company Code provides: Iedere natuurlijke persoon of iedere rechtspersoon die, alleen of in onderling overleg handelend, 95 % van de stemrechtverlenende effecten van een naamloze vennootschap die een publiek beroep op het spaarwezen doet of heeft gedaan, bezit, kan door middel van een uitkoopbod het geheel van de stemrechtverlenende effecten van deze vennootschap verkrijgen. Na afloop van de procedure worden de niet-aangeboden effecten, ongeacht of de eigenaar ervan zich kenbaar heeft gemaakt, geacht van rechtswege op die persoon te zijn overgegaan met consignatie van de prijs. De niet-aangeboden effecten aan toonder worden van rechtswege omgezet in effecten op naam en worden door de raad van bestuur ingeschreven in het register van de effecten op naam. Na afloop van het uitkoopbod, wordt de vennootschap niet langer beschouwd als een vennootschap die een publiek beroep op het spaarwezen doet of heeft gedaan, tenzij de door die vennootschap uitgegeven obligaties nog onder het publiek verspreid zijn. The Offer is subject to the Public Offer Law, to chapters I and IV of the Royal Decree of 8 November 1989 and to chapter II of the law of 2 March 1989 on the notification of important participations in listed companies and on the regulation of public takeover bids. 17

18 2. TERMS AND CONDITIONS OF THE OFFER 2.1 Object of the Offer The Offeror hereby offers to purchase, subject to the terms set out or referred to in this Prospectus, all of the 1,902,050 Shares not yet held by the Offeror or its affiliated entities on the date of the Prospectus and 5,040 outstanding Warrants K. 2.2 Offer Price Subject to the terms set out or referred to in this Prospectus, the Offer is made on the following basis: 2.3 Offer Period For each Share of Ubizen (coupon nr.1 and following attached): EUR 2.10 in cash For each Warrant K of Ubizen: EUR as detailed in Section 2.4 (b). The Offer period will be open for acceptance during normal banking hours as from 9.00 am (Central European Time) on 8 March 2007 until 4.00 pm (Central European Time) on 21 March 2007 (the "Offer Period"). 2.4 Justification of the Offer Price (a) Ubizen Shares Cybertrust offers the shareholders a cash consideration of EUR 2.10 per Share. This Offer Price represents (i) a premium of approximately 23 % above the share price quoted on Euronext Brussels prior to the announcement of the Take-over Offer, (ii) is the same price paid by Cybertrust to Ubidco for a very large block of shares and (iii) is appropriate in the view of Ubizen s Board of Directors given Ubizen s operating results. Since the close of the Second Offer on 6 August 2004, the price quoted on Euronext Brussels for Shares has averaged approximately EUR 1.99 with extremely low volume. Since the close of the Takeover offer on 11 August 2006, the Share price has averaged around EUR Cybertrust continues to believe that EUR 2.10 is a reasonable price to offer for all of the remaining outstanding Shares. As set forth above in Section 1.3, Cybertrust s offer price of EUR 2.10 in the Second Offer was determined by its negotiations with Ubidco s shareholders for a large block of shares which resulted in Cybertrust s purchase of Ubidco on May 20, Cybertrust s willingness to pay the substantial premium above its Counter Offer Price of EUR 1.32 per share expressed Cybertrust s interest in integrating both businesses as a single entity and as such to create economic value, which could only be fully realized if Cybertrust owned 100% of Ubizen. The premium was also necessary in order for the Ubidco shareholders to be willing to sell. The Ubidco shareholders had advised Cybertrust that their original objectives in investing in Ubizen were long-term, and they would not have sold without a substantial return on their investment. In the negotiations, Cybertrust and the Ubidco shareholders reached agreement in principal on price in late April, and the rest of the time from then until the May 20, 2004 closing was spent obtaining the approvals of all the interested parties and negotiating the terms and conditions of the transaction. Cybertrust s offer price of EUR 2.10 in the Second Offer was established as a result of negotiations with the Ubidco Shareholders which were driven by Cybertrust s objective to take advantage of the synergies and incorporate the Ubizen business into its own as quickly as possible. This price was not based on specific estimates or multiples of revenues or earnings, but on the strategic value of the business to Cybertrust. 18

19 Cybertrust s controlling shareholder, One Equity Partners, had the ability at that time to act swiftly to take advantage of opportunities not necessarily based on standard valuation methodologies, and the transaction with the Ubidco Shareholders avoided the potential stagnation of Cybertrust s previous investment in 44% of Ubizen. Cybertrust s offer price of EUR 2.10 therefore was and continues to be more reflective of Cybertrust s particular objectives and minority shareholders expectations with respect to Ubizen than it is of Ubizen s instrinsic value and represents a substantial premium over the price Ubizen shares have and otherwise would trade on the open market. Accordingly, Cybertrust continues to believe that accepting its offer this time is in the best interests of Ubizen s remaining shareholders. To further put this Offer Price into perspective, the following three analyses may be of assistance: Offer Price in relation to the share price; Multiples of comparable quoted companies; and Discounted cashflow (DCF). We provide outlines of these exercises below. Offer Price in relation to the share price Ubizen s original listing was at the exchange of NASDAQ Europe, where it obtained its first listing in February 1999 at a price of EUR per share. On 23 June 2000 Ubizen s stock was split 4-for-1. The listing was terminated in the summer of The price development and volumes traded are displayed in the graph below. SHARE PRICE & TRADING VOLUME UBIZEN NASDAQ EUROPE 6,000, ,000, ,000, ,000, ,000,000 1,000,000 volume (left axis) price (right axis) /02/ /08/ /02/ /08/ /01/ /07/ /01/ /07/ /01/ /07/2003 All prices were taken from Bloomberg, period from 10 th February th August 2003 In September 2000 Ubizen obtained a second listing, at Euronext Brussels. In 2004, % of the share capital of Ubizen was acquired by Cybertrust Holdings. The price development and trading volumes in the last five years are displayed in the graph below. 19

20 SHARE PRICE & TRADING VOLUME UBIZEN EURONEXT BRUSSELS 1,600,000 1,400,000 1,200,000 1,000,000 Volume (LHS) Price (RHS) , EUR 600, , , /02/02 01/08/02 01/02/03 01/08/03 01/02/04 01/08/04 01/02/05 01/08/05 01/02/06 01/08/06 01/02/07 All prices were taken from Bloomberg, period from1st February st February 2007 SHARE PRICE & TRADING VOLUME UBIZEN EURONEXT BRUSSELS 250, , , ,000 50,000 Volume (LHS) Price (RHS) EUR /02/2006 1/05/2006 1/08/2006 1/11/2006 1/02/2007 prices were taken from Bloomberg, period from 1 st February st February 2007 All A first perspective on Ubizen s share price we deem useful is the recent share price development in comparison with certain industry and market indices during, accordingly, the first and third periods, as displayed in the graph below. COMPARATIVE SHARE PRICE EVOLUTION UBIZEN 20