M&A Activity • Apr 5, 2016
M&A Activity
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Extension of offer period for recommended voluntary cash offer to acquire 100% of the shares of Opera Software ASA - announcement made by Kunqi
Oslo and Beijing, 5 April 2016 - Reference is made to
the stock exchange announcement made on 10 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 15 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 14 March 2016 (the "Offer
Document").
As of today, the has Offeror has received acceptances
of the Offer from shareholders representing 65.8%
shares in the Company. This includes the shares
comprised by pre-acceptances. As set out in the Offer
Document section 4.3a, completion of the Offer is
conditional upon, inter alia, a minimum acceptance
level of more than 90% of the shares in the Company.
On such basis, and in order to give the shareholders
additional time to accept the Offer, the Offeror
hereby extends the Offer Period until 16.30 (CET) on
14 April 2016. Further extensions, if any, will be
made in accordance with the Offer Document section
4.2.
The Board of Directors of Opera has unanimously
decided to recommend to its shareholders to accept the
Offer. Furthermore, on 29 March 2016, Carnegie AS
rendered an independent statement on the Offer in
which it was concluded that the Offer is fair from a
financial point of view.
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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