M&A Activity • Apr 5, 2016
M&A Activity
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Update on regulatory approval regarding voluntary cash offer to acquire 100% of the shares of Opera Software ASA
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").
The Consortium has now concluded that no other
governmental or regulatory approval or filing is
required other than (a) the PRC Governmental Filings
and Registration for Outbound Investment, and (b) the
filings with CFIUS.
(a) The PRC Governmental Filings and Registration for
Outbound Investment
The Consortium has been working closely with the
relevant Chinese regulators, including NDRC and
MOFCOM, on the PRC outbound investment filing and
registration process, and continues to have full
confidence in completing the required Chinese
regulatory process in a timely manner.
(b) CFIUS Filings
The Consortium and Opera are providing necessary
information to CFIUS authorities to facilitate their
review of the transaction. The Consortium has engaged
Covington & Burling LLP and Opera has engaged Weil,
Gotshal & Manges LLP to represent them before CFIUS.
The Consortium continues to have full confidence that
CFIUS approval also will be obtained in a timely
manner.
The Consortium is working expeditiously through the
required regulatory and governmental processes
described above and currently expects that all
necessary governmental and regulatory approvals will,
as previously indicated in the Offer Document, be in
place by the end of June 2016.
The offer period for the Offer expires today at 16:30
(CET).
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.
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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