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Otello Corporation ASA

M&A Activity Apr 5, 2016

3704_iss_2016-04-05_e2e1a45d-91fd-41f4-b8b1-9237b850749d.html

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

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,

[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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