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Otello Corporation ASA

M&A Activity May 19, 2016

3704_iss_2016-05-19_d808b961-e2e8-494c-85a2-f2756c41dc28.html

M&A Activity

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Expiry of offer period for recommended voluntary cash offer to acquire 100% of the shares of Opera Software ASA - 90% acceptance condition will not be waived

Expiry of offer period for recommended voluntary cash offer to acquire 100% of the shares of Opera Software ASA - 90% acceptance condition will not be waived

Oslo and Beijing, 19th May 2016 - Reference is made to

the stock exchange announcement made on 10th 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"). Reference is

further made to the announcement made on 15th March

2016 in which it was announced that Golden Brick,

through its indirectly wholly owned subsidiary Kunqi

(the "Offeror"), had launched the Offer pursuant to an

offer document dated 14th March 2016 (the "Offer

Document").

The offer period for the Offer will expire on Tuesday

24th May 2016 at 16.30 (CET). There will be no further

extensions to the Offer Period.

As set out in the Offer Document section 4.3 a,

completion of the Offer is conditional upon, inter

alia, a minimum acceptance level of more than 90% of

the shares in the Company. As of 19th May 2016, the

Offeror has received acceptances of the Offer from

shareholders representing 72.7% shares in the Company.

This includes the shares comprised by pre-acceptances.

The Offeror hereby announces that the said minimum

acceptance condition will not be waived.

Consequently, unless the Offeror has received

acceptances of the Offer from shareholders

representing more than 90% of the shares in the

Company by the end of the Offer Period, the Offer will

lapse.

The Offeror is confident that the Offer will be

completed if the minimum acceptance condition is

satisfied.

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 persons:

Arctic Securities AS - Tel: +47 21 01 30 40,

[email protected]

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.

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