Opera receives recommended voluntary cash offer of $1.2 billion

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Recommended cash offer to acquire 100% of the shares of Opera Software ASA

  • Voluntary offer for all outstanding shares at NOK 71.00 per share
  • The offer price represents a premium of approximately 56 per cent to the volume weighted average share price for the last 30 trading days
  • The Offer values the total share capital of Opera at approximately NOK 10.5 billion (USD 1.2 billion) on a fully diluted basis
  • The Offer is a result of the strategic review process announced on 7 August 2015
  • The Board of Directors of Opera has unanimously decided to recommend the Company’s shareholders to accept the Offer
  • Larger shareholders representing approximately 33 per cent of the shares, the members of the executive team and the Board holding shares have undertaken to accept the Offer

Opera Software  has received a a recommended voluntary cash offer (the “Offer”) for 100% of the shares of Opera from a consortium of Chinese companies for NOK 10.5 billion ($1.2 billion).

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.

A cash consideration of NOK 71.00 will be offered per share, valuing the total outstanding share capital of Opera at approximately NOK 10.5 billion (USD 1.2 billion) on a fully diluted basis. The Offer represents a premium of approximately 53 per cent to the closing price on 4 February 2016, one day prior to speculations appearing in the local market concerning a potential offer for the Company, and a premium of approximately 56 per cent and approximately 46 per cent, respectively, to the 30 trading days and 90 trading days volume weighted average share price ending on 4 February 2016.

The Offer is the result of the structured process to explore various strategic opportunities initiated by Opera’s Board of Directors (the “Board”) and announced in a stock exchange release on 7 August 2015. After careful consideration of the various opportunities for the Company and the proposals received, the Board has concluded that an acquisition of Opera by the Consortium is the most attractive proposition for the shareholders, the Company and its employees.

The Board has unanimously decided to recommend to its shareholders to accept the Offer. In addition, the members of the executive team and the Board holding shares have entered into preacceptances to accept the Offer with respect to their shareholdings in Opera.

Furthermore, larger shareholders representing approximately 33 per cent of the Opera shares outstanding, have undertaken to accept the Offer for their shares in the Company, subject to customary conditions.

Launch of the Offer is conditional upon approval by the general meeting of Kunlun of its participation in the Consortium. Such approval is expected to be obtained in the beginning of March 2016. The acceptance period in the Offer will commence no later than 15 March 2016.

Strategic rationale

The Consortium consists of the leading Chinese Internet firms Kunlun and Qihoo, backed by the investment funds Golden Brick and Yonglian. The transaction would give Opera access to the extensive internet user base of Kunlun and Qihoo in China as well as the financing and other support of the Consortium that would allow for the full potential of the Company to be realized. At the same time, Kunlun and Qihoo would be able to cross-sell their products and services to the Opera user base, and benefit from Opera’s leading mobile advertising platform.

Kunlun (SZ: 300418) is a public company listed in China, with a market capitalization of approximately USD 5 billion. 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.

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.

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 privateequity 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.

Yonglian is an affiliate of Golden Brick Silk Road Fund Management (Shenzhen) LLP.

Sverre Munck, Chairman of the Board, said,

“Our Board has undertaken a careful review of the terms and conditions of the Offer and is unanimous in its recommendation. We commend the management team on the work they have done on behalf of the shareholders, employees and other Opera stakeholders.” 

Lars Boilesen, Chief Executive Officer of Opera, said,

“There is strong strategic and industrial logic to the acquisition of Opera by the Consortium. We believe that the Consortium, with its breadth of expertise and strong market position in emerging markets, will be a strong owner of Opera. The Consortium’s ownership will strengthen Opera’s position to serve our users and partners with even greater innovation, and to accelerate our plans of expansion and growth.”

On behalf of the Consortium, Yahui Zhou, Chairman and Chief Executive Officer of Kunlun, said

“Opera is a well-recognized mobile internet company with great brand recognition and global impact. Under its excellent management team, Opera has made remarkable achievements in recent years in the fields of mobile browser and mobile advertising. Kunlun has always been a pioneer in international growth among its Chinese internet peers, and has already obtained a large market share in Asia, Europe and other markets. Our partner, Qihoo, operates one of the largest online open platforms with significant expertise in offering online advertising and internet value added services.

By combining Opera with Kunlun, Qihoo, and Golden Brick, the Consortium will join forces and solidify our leadership position in the international internet space.”

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