M&A Activity • May 19, 2016
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
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,
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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