Oslo and Beijing, 15 March 2016 - Reference is made to
the stock exchange announcement made on 10 February
2016 on the agreement reached between Opera Software
ASA ("Opera" or the "Company") and Golden Brick Silk
Road (Shenzhen) Equity Investment Fund II LLP ("Golden
Brick"), the general partner of which is Golden Brick
Silk Road Fund Management (Shenzhen) LLP and the
limited partners of which are Beijing Kunlun Tech Co.
Ltd., Qihoo 360 Software (Beijing) Co. Ltd., and
Yonglian (Yinchuan) Investment Co., Ltd. (collectively
the "Consortium"), regarding a recommended voluntary
cash offer for 100% of the shares of Opera at an offer
price of NOK 71 per share (the "Offer") to be made by
Golden Brick, through a directly or indirectly wholly
owned special purpose vehicle, on certain terms and
subject to certain conditions.
Golden Brick, through its indirectly wholly owned
subsidiary Kunqi (the "Offeror"), has today launched
the Offer.
The offer period for the Offer (the "Offer Period")
commences today, 15 March 2016 and ends (subject to
extension) on 5 April 2016 at 16:30 hours (CET).
The Offer represents a premium of approximately 53% to
the closing price of the Opera shares on the Oslo
Stock Exchange on 4 February 2016 (the last trading
day prior to the suspension of trade in the Opera
shares on the Oslo Stock Exchange, which was imposed
by the Oslo Stock Exchange and the Norwegian Financial
Supervisory Authority on 5 February 2016 and which
remained in force until the announcement of the Offer
on 10 February 2016), and a premium of approximately
56% and approximately 46% to the volume weighted
average Opera share price on the Oslo Stock Exchange
for the 30 and 90 trading days periods ending on 4
February 2016, respectively.
The Board of Directors of Opera has unanimously
decided to recommend to its shareholders to accept the
Offer. In addition, the members of the executive team
and the Board of Directors of Opera holding shares
have undertaken, subject to customary conditions, to
accept the Offer with respect to their shareholdings
in Opera.
Furthermore, larger Opera shareholders have
undertaken, subject to customary conditions, to accept
the Offer with respect to shares representing
approximately 33% of the Opera shares currently
outstanding.
The offer document dated 14 March 2016 (the "Offer
Document"), containing the full terms and conditions
of the Offer, will be sent to Opera shareholders
today, 15 March 2016, but not to shareholders residing
in jurisdictions where the Offer Document may not be
lawfully distributed. The Offer Document is also
available on Arctic Securities AS' website
www.arctic.com.
The Offer Period may be extended by the Offeror, at
any time and one or several times, provided, however,
that in no event will the overall Offer Period exceed
ten weeks.
The completion of the Offer is subject to the
satisfaction or waiver by the Offeror of certain
conditions, as further set out in the Offer Document.
In the event the conditions to the Offer are not
satisfied or waived by the Offeror on or before the
last day of the four month period commencing on the
first day of the Offer Period, or on or before a later
date to be mutually agreed in writing between the
Company and the Offeror, the Offer will lapse.
ABG Sundal Collier ASA and Morgan Stanley & Co.
International plc are acting as financial advisors to
Opera in connection with the Offer. Citigroup Global
Markets Inc. and Arctic Securities AS are acting as
financial advisors to certain members of the
Consortium and as overall co-ordinators to the
Consortium.
Schjødt is acting as legal advisor to Opera.
Thommessen and Fangda Partners are acting as legal
advisors to the Consortium.
Further information
The information in this announcement is not intended
to be exhaustive. For further information, explicit
reference is made to the Offer Document. The Offer
Document contains further details regarding the Offer,
and the Opera shareholders are advised to review the
Offer Document in detail.
The Offer is not made in any jurisdiction where the
making of the Offer would not be in compliance with
the laws of such jurisdiction. This announcement does
not in itself constitute an offer. The Offer is only
made on the basis of the Offer Document and can only
be accepted pursuant to the terms thereof.
Contact:
Arctic Securities AS - Tel: +47 21 01 30 40,
subscription@arctic.com
About Opera Software ASA
Opera enables more than 350 million internet consumers
worldwide to connect with the content and services
that matter most to them. Opera also helps publishers
monetize their content through advertising and
advertisers reach the audiences that build value for
their businesses, capitalizing on a global consumer
audience reach that exceeds 1 billion.