Opera Software ASA – Update on and amended terms for the Consumer transaction
Oslo, 16 August 2016
Reference is made to the stock exchange announcement made on 18 July 2016 (the "Announcement") regarding the share purchase agreement entered into 17 July 2016 (the “Agreement”) between Opera Software ASA (“Opera”) and Golden Brick Capital Private Equity Fund I L.P., which is backed by the Consortium (as defined in the Announcement), under which the Consortium will acquire Opera's consumer business (the "Transaction").
Update on the Transaction:
On 3 August 2016, the Transaction was approved by the general meeting of the shareholders of Beijing Kunlun Tech Co. Ltd, whereby the closing condition related to such approval stipulated in the Agreement has been satisfied.
Opera has also successfully completed the required steps of its corporate reorganization resulting in the triggering of the second prepayment by the Consortium of the purchase price of the Transaction amounting to USD 200 million. Of this, USD 180 million has already been transferred into the designated escrow account, with the balance of USD 20 million in the process of being transferred into the escrow account.
Amendment to the Agreement:
On 15 August 2016, Opera and the Consortium signed an amendment to the Agreement whereby it has been agreed that Opera will retain the Skyfire and SurfEasy businesses in exchange for a reduction of the previously agreed enterprise value from USD 600 million to USD 575 million. In relation thereto, the parties have also agreed to continue the cooperation between the consumer business to be acquired and SurfEasy, and Opera will license related Skyfire compression technology for use in the consumer apps.
The parties also have agreed that should required regulatory approval not be obtained by 30 September 2016, and provided that the part of the reorganization that is to take place prior to closing has been completed by that date, the Consortium shall make a third prepayment of USD 275 million, thus the escrow will be funded with the full enterprise value of the Transaction at that time.
These amendments to the Agreement resulted from a joint initiative between Opera and the Consortium. Closing of the Transaction is still expected to take place during the second half of 3Q 2016.
Petter Lade, Investor Relations
Tel: +47 2369 2400
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.