Otello Corporation ASA

M&A Activity • Mar 15, 2016

Launch of recommended voluntary cash offer to acquire 100% of the shares of Opera Software ASA

Launch of recommended voluntary cash offer to acquire 100% of the shares of Opera Software ASA

Oslo and Beijing, 15 March 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") to be made by

Golden Brick, through a directly or indirectly wholly

owned special purpose vehicle, on certain terms and

subject to certain conditions.

Golden Brick, through its indirectly wholly owned

subsidiary Kunqi (the "Offeror"), has today launched

the Offer.

The offer period for the Offer (the "Offer Period")

commences today, 15 March 2016 and ends (subject to

extension) on 5 April 2016 at 16:30 hours (CET).

The Offer represents a premium of approximately 53% to

the closing price of the Opera shares on the Oslo

Stock Exchange on 4 February 2016 (the last trading

day prior to the suspension of trade in the Opera

shares on the Oslo Stock Exchange, which was imposed

by the Oslo Stock Exchange and the Norwegian Financial

Supervisory Authority on 5 February 2016 and which

remained in force until the announcement of the Offer

on 10 February 2016), and a premium of approximately

56% and approximately 46% to the volume weighted

average Opera share price on the Oslo Stock Exchange

for the 30 and 90 trading days periods ending on 4

February 2016, respectively.

The Board of Directors of Opera has unanimously

decided to recommend to its shareholders to accept the

Offer. In addition, the members of the executive team

and the Board of Directors of Opera holding shares

have undertaken, subject to customary conditions, to

accept the Offer with respect to their shareholdings

in Opera.

Furthermore, larger Opera shareholders have

undertaken, subject to customary conditions, to accept

the Offer with respect to shares representing

approximately 33% of the Opera shares currently

outstanding.

The offer document dated 14 March 2016 (the "Offer

Document"), containing the full terms and conditions

of the Offer, will be sent to Opera shareholders

today, 15 March 2016, but not to shareholders residing

in jurisdictions where the Offer Document may not be

lawfully distributed. The Offer Document is also

available on Arctic Securities AS' website

www.arctic.com.

The Offer Period may be extended by the Offeror, at

any time and one or several times, provided, however,

that in no event will the overall Offer Period exceed

ten weeks.

The completion of the Offer is subject to the

satisfaction or waiver by the Offeror of certain

conditions, as further set out in the Offer Document.

In the event the conditions to the Offer are not

satisfied or waived by the Offeror on or before the

last day of the four month period commencing on the

first day of the Offer Period, or on or before a later

date to be mutually agreed in writing between the

Company and the Offeror, the Offer will lapse.

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:

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

subscription@arctic.com

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.