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Dato/tid 18.07.2016 07:00
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Kategori ANNEN INFORMASJONSPLIKTIG REGULATORISK INFORMASJON
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Tittel Opera Software ASA - Detailed Announcement
Tekst
Oslo, 18 July 2016

Reference is made to the stock exchange announcement made on 15 March 2016 on
the launch of the voluntary cash offer (the "Public Offer") to acquire 100% of
the shares of Opera Software ASA ("Opera") made by Kunqi (the "Offeror").

Termination of the Public Offer and agreement on alternative transaction
regarding sale of certain parts of Opera's consumer business

The conditions to close the Public Offer stipulated in the offer document were
not met by the drop-dead date of 15 July 2016. As a condition for entering into
the alternative transaction described below, the partners of the Offeror
requested that Opera agree that the Drop-Dead Date should not be extended. This
request was accepted by Opera. The Offer has thus lapsed, and shareholders who
have tendered their Shares will be released from their acceptance of the Public
Offer.

On 17 July 2016, Opera and Golden Brick Capital Private Equity Fund I L.P.,
which is backed by the affiliates of the partners of the Offeror (Kunlun Tech
Limited, Future Holding L.P., Keeneyes Future Holding Inc, Qifei International
Development Co. Limited and Golden Brick Capital Private Equity Fund I
L.P.Beijing Kunlun Tech Co. Ltd., Qihoo 360 Software (Beijing) Co. Ltd., and
Golden Brick Silk Road Fund Management (Shenzhen) LLP, collectively, the
"Consortium"), have entered into a share purchase agreement for an alternative
private transaction, in which the Consortium will acquire certain parts of
Opera's consumer business (the "Transaction"). The Transaction has been approved
by Opera's Board of Directors.

The following business units of Opera will be included in the Transaction:

  · Mobile Browser, including Operator Co-brand solutions
  · Desktop Browser
  · Performance and Privacy Apps
  · Opera's technology licensing business outside of Opera TV
  · Opera's 29.09% ownership in the Chinese joint venture nHorizon

The Consumer Business will be reorganized into a separate company structure. For
clarity, the following businesses are not included in the Consumer Business or
the Transaction:

  · Opera Mediaworks
  · Opera Apps & Games (including Bemobi)
  · Opera TV

All related assets, employees, rights, and obligations, as well as support teams
such as OEM and online distribution, consumer marketing and PR, as well as
certain related legal, finance and HR resources are also included (collectively,
the "Consumer Business").

Opera's CEO, Lars Boilesen, will serve as CEO for both Opera and the Consumer
Business until 31 December 2016. After this date, Lars will no longer hold the
role as CEO for the Consumer Business, and will be solely dedicated to Opera.

Transaction highlights

The purchase price for the Consumer Business is USD 600 million on an enterprise
value basis, subject to customary adjustments for NIBD and working capital at
closing.

Closing of the Transaction is expected to take place during the second half of
3Q 2016. Closing is subject to certain conditions, including but not limited to:
(i) finalization of a defined majority of the reorganization of the Consumer
Business, (ii) absence of events that separately or together may have a material
adverse effect on the Consumer Business prior to completion of step (i) above,
(iii) if required, certain consents and approvals from governmental authorities
shall have been obtained, and (iv) the Transaction shall have been approved by a
general meeting in Beijing Kunlun Tech Co. Ltd.

The Transaction is not subject to any financing conditions or due diligence,
beyond verifying the reorganization into a separate company structure.

The payment schedule is agreed as follows:

         i.            USD 100 million is immediately due and payable to an
escrow account;

       ii.            USD 200 million will be due and payable to the same escrow
account on 15 August, or, if later, at the time of Opera's completion of certain
defined steps of the reorganization; and

      iii.            the final USD 300 million, plus/minus the closing
adjustments, is payable at the time of closing.

USD 40 million of the amount held in escrow shall not be released at closing,
but in one or more subsequent installments tied to the completion of the
reorganization of the Consumer Business.

If the Transaction is terminated by Opera due to the Consortium not being able
to meet certain closing obligations, the Consortium shall pay Opera a break fee
of USD 100 million. However, if the termination is caused by lack of certain
governmental approvals, the break fee is USD 40 million. If the Transaction is
terminated by the Consortium due to Opera not being able to meet certain of its
closing obligations, Opera shall pay the Consortium a break fee of USD 50
million.

The drop-dead date for the Transaction is 31 October 2016. In certain
circumstances, the drop-dead date is automatically extended to 31 December 2016.

Use of deal proceeds

Opera's Board of Directors will evaluate the appropriate financing structure of
Opera's post-close business composition, including maintaining an appropriate
equity ratio and leverage. As of 31 March 2016, Opera's net debt was USD 160
million, comprised of USD 285 million financial debt less USD 125 million cash
and cash equivalents. In addition, Opera estimated its future earn-out
obligations at USD 123 million.

Given the speed of the alternative transaction negotiations, the Board of
Directors has yet to make a final conclusion on this topic. However, it is
expected that the proceeds will be applied to both debt repayment and
distribution to shareholders and/or buy-back of shares.

Opera's remaining business

The remaining businesses of Opera are (as stated above): Opera Mediaworks, Opera
Apps & Games (including Bemobi), and Opera TV. In 2015, these business units
combined delivered revenues of USD 467 million, and adj. EBITDA of USD 74
million.

Opera estimates that in 2016, the same three remaining business units will
deliver revenues of USD 570-605 million (+22% to +30%) and an adj. EBITDA of USD
75-90 million (+2% to +22%). An updated financial outlook for 2016, reflecting
also the pre-close Consumer Business financials, will be provided at the 2Q
presentation. However, if not for the Transaction, Opera would not alter its
existing FY 2016 outlook at this point.

Analyst and investor call

Opera will host an investor call on Monday, 18 July at 8:00 AM CET to provide
additional information and answer questions about the Transaction.

Please observe the following dial-in instructions:

  · Dial in 5-10 minutes prior to start time using the Participant Phone Number
and Participant Passcode
  · Participant Phone Numbers:
    · Norway: 800 196 67
    · United Kingdom: 0 808 101 1148
    · US/CAN Toll free: 800-967-7149
    · Int'l Toll: 719-386-0001
    · Participant Passcode: 736479

Opera will publish a subsequent Information Memorandum if so required by the
Continuing Obligations of the Oslo Stock Exchange.

2Q 2016 reporting

Opera will report second quarter results on August 31, 2016.

For further information, please contact:

Petter Lade, Investor Relations

Tel: +47 2369 2400

About Opera:

Opera Software 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.

About Kunlun:

Kunlun (SZ: 300418) is a public company listed in China. Kunlun is a leading
mobile internet company, focusing on mobile gaming R&D and global publishing, as
well as app distribution operation and the Fintech P2P lending business. The
company has a large user base both in China and internationally. It completed
the acquisition of the U.S.-based company Grinder, a leading dating social
network, in January 2016.

About Qihoo:

Qihoo (NYSE: QIHU) is a leading Internet company in China. The company is the
number one provider of Internet and mobile security products in China as
measured by its user base, according to iResearch. The company also provides
users with secure access points to the Internet via its market leading web
browsers and application stores. It has built one of the largest online open
platforms in China and monetizes its extensive user base primarily through
online advertising and through Internet value-added services on its open
platform.

About Golden Brick:

Golden Brick Silk Road Fund Management (Shenzhen) LLP is an affiliate of Golden
Brick Capital Management Limited ("Golden Brick Capital"). Golden Brick Capital
is one of the leading private-equity investment institutions in China, with its
headquarters in Hong Kong and other offices located in Beijing, Shenzhen and
Zhuhai. Golden Brick Capital focuses on investing in the TMT, energy and natural
resources sectors. The total assets under the management of Golden Brick Capital
are about USD 3 billion.

Appendix

This appendix forms part of the stock exchange announcement of 18 July 2016 and
is prepared in accordance with the requirements of the Oslo Stock Exchange
Continuing Obligations section 3.4.

Description of the Consumer Business

The Consumer Business comprises of several business units within the Opera Group
(see below), and employees about 560 workers. Post reorganization and closing,
the Consumer Business will be Headquartered in Oslo and have office locations
Norway, Poland, Sweden, China, United States, Canada, India, South Korea,
Russia, Ukraine, Singapore and Taiwan. In addition, the company will have
employees working from various home office locations.

Business units:

  · Mobile Browser, including Operator Co-brand solutions
  · Desktop Browser
  · Performance and Privacy Apps: VPN service for smartphones, tablets and
computer, full-device data compression technology
  · Opera's technology licensing business outside of Opera TV: licensing
technology to third parties that it embeds in its own consumer products and
services, and the Rocket Optimizer, network-based compression technology
  · Opera's 29.09% ownership in the Chinese joint venture nHorizon

It is expected that the Consumer Business will benefit strategically and
financially under ownership of the Consortium, and that the Consortium has the
capabilities to invest and further develop the Consumer Business.

Consumer Business key financials

The following table summarizes Consumer Business revenue and adjusted EBITDA
2013-2015. Please note that the Consumer Business is in the process of being
reorganized and has not reported separate audited financial figures
historically, thus the presented figures are unaudited standalone figures
prepared by Opera.

+---------------+----+----+----+
|(USDm)         |2013|2014|2015|
+---------------+----+----+----+
|Revenue        |162 |179 |149 |
+---------------+----+----+----+
|Adjusted EBITDA|66  |47  |34  |
+---------------+----+----+----+

Executive management and Board of Directors of the Consumer Business

The Consumer Business is currently managed as separate business units within the
Opera Group. The Consumer Business comprises several legal entities. There is no
separate holding company for the standalone Consumer Business as of yet, and
thus no Board of Directors applicable as such. The buyer will appoint a new
Board of Directors as of closing.

Opera's CEO, Lars Boilesen, will serve as CEO for both Opera and the Consumer
Business until 31 December 2016. After this date, Lars will no longer hold the
role as CEO for the Consumer Business, and will be solely dedicated to Opera.
Opera's COO Andreas Thome and CFO Frode Jacobsen will follow the Consumer
Business.

Certain customary transaction bonus arrangements for defined senior employees
have been entered into.

Agreements and Opera brand rights

There will be a transitional service agreement between Opera and the Consumer
Business, with duration of twelve months following closing of the Transaction.
The transitional service agreement will cover services such as corporate
functions, facilities and relevant shared services.

All rights to the Opera brand and trademarks will follow the Consumer Business.
However, Opera will have a right to use the relevant brand and trademarks for a
period of 18 months.

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