Otello Corporation ASA

M&A Activity • Aug 7, 2015

Opera acquires the leading subscription based mobile apps and games discovery platform in Latin America

Opera acquires the leading subscription based mobile apps and games discovery platform in Latin America

Opera announced today the acquisition of Bemobi, a leading subscription based

mobile app and games discovery service in Latin America.  The purchase price

includes $29.5 million in cash paid at closing, up to $81.0 million (including a

$13.5 million performance based escrow) in performance payouts tied to 2015

through 2019 Revenue and Adjusted EBITDA* performance and up to an additional

$29.0 million in payments tied to overachievement of Adjusted EBITDA*

performance goals. The entire earn-out payment, which is tied to aggressive

performance targets will be paid out from actual free cash flow generated from

the Bemobi products and services, meaning that the transaction will be self

-funded after closing. Thus, this transaction will not require additional

funding from Opera post the initial payment.

"Opera has expanded rapidly in the mobile app ecosystem and our goal is to

innovate in this ecosystem, in a manner that benefits everyone. Bemobi is a

natural fit for Opera in this direction," said Lars Boilesen, CEO, Opera

Software, "This acquisition will bring an added dimension to our app discovery

services, with a new model that has been proven to work well in our core

markets."

Bemobi allows consumers to access the best premium mobile games and apps through

an affordable subscription based model rather than paying for these apps

individually.  Subscribers can access these subscriptions through Bemobi's

distribution partners which include leading mobile operators and handset OEMs in

Brazil.  Bemobi's relationships with mobile operators also allow subscribers to

pay for mobile apps using their mobile prepaid accounts, which is important in

markets where credit card billing is not widely used.  Bemobi's approach has

been extremely disruptive in the Brazilian market where Bemobi is adding

hundreds of thousands of subscribers per month.

This acquisition positions Opera as a global leader in mobile apps discovery and

monetization

Opera has been a leader in global app discovery services, helping more than 290

million mobile phone users across the globe download 300 million apps and games

every month through our Opera Mobile Store.  Bemobi allows Opera to expand on

the success of the Opera Mobile Store, bringing premium paid content to our

subscriber base with a subscription model that we know will resonate with mobile

users.  Bemobi's proprietary app-wrapping technology allows users to consume any

premium app while they are an active user of the service.

"The market opportunity for disruptive app discovery services is significant and

Bemobi brings a highly differentiated solution that allows Opera to consolidate

its leadership position in this space.", said Erik Harrell CFO/CSO, Opera

Software, "Bemobi has a subscription revenue business model and is also

profitable - both of which are attractive to Opera.  This acquisition is

expected to be immediately accretive".

Opera increases presence in Latin America, one of the fastest growing mobile and

smartphone markets

For app developers, Bemobi's reach, with over 6 million active subscribers,

provides an effective channel through which they can get their apps discovered

and monetized across Latin America. The company's partners include all the

leading mobile operators in Latin America, as well as the top app developers

globally.

"Bemobi's team, product, technology and operational excellence are highly

complementary to Opera's scaled presence in mobile app discovery services," said

Sameer Merchant, SVP Apps and Games, "The combination of our respective

strengths will allow us to deliver services that benefit end users, our operator

partners and our app developer partners."

"As the mobile app distribution ecosystem expands and matures, new innovative

models are needed to unlock its full potential, especially as smartphones become

pervasive in emerging markets. Bemobi is building on the early success of its

subscription based app discovery service in Latin America and plans to expand

globally, leveraging Opera's strategic assets.  The combination of Bemobi's

industry leading service with Opera's global footprint, existing carrier

relationships and app distribution capabilities represents a perfect fit that

should further accelerate our growth and position as a leader around app

discovery and monetization services " said Pedro Ripper, CEO, Bemobi.

Bemobi will continue to support its existing partners following the acquisition.

Pedro Ripper will continue to lead Bemobi as CEO.

Transaction and Financial Highlights:

· Opera paid an upfront amount of $29.5 million, net of any working capital

adjustments, in cash at the close of the transaction.

· Up to $81.0 million (including a $13.5 million performance based escrow) in

performance payouts are tied to 2015 - 2019 subscription services revenue and

Adjusted EBITDA* targets, with an additional up to $29.0 million in payments

tied to overachievement of financial goals.  A meaningful portion of the earn

-out payments are tied to Bemobi working with Opera to take their product and

services to Opera's markets outside Latin America.

Financial performance earn-outs will be paid out from actual free cash flow

generated from the Bemobi products and services, meaning that the transaction

will be self-funded after closing and Opera´s foreign exchange exposure will be

limited.  The US Dollar estimates of performance based payments in this press

release are based on current exchange rates.

· Opera will provide additional details on our 2Q15 presentation on August 12th.

on how the acquisition of Bemobi will impact Opera's financial projections.

Parties to the agreement: Bemobi's primary shareholders are the founders and

employees of the Company.

The senior executives and Directors of Bemobi are: Pedro Ripper (CEO), Frances

Tanure (COO), Ricardo Bozzetto (Sales) and Bruno de Mello.  Bemobi currently has

approximately 110 employees.

Type of transaction: The transaction is an acquisition by Opera Software Brazil

Ltda and Opera Mediaworks Ireland of all of the outstanding stock of Bemobi

Midia e Entretenimento Ltda.  Opera Software Brazil will be the surviving

entity.

Expected closing: The acquisition closed on August 7, 2015

Consideration payable and financing: Initial consideration of $29.5 million, net

of Bemobi's net assets, was paid in cash at the time of the closing.

Special terms and conditions: The variable deal payments (up to $110.0 million)

are tied to the financial performance of Bemobi as well as Bemobi's ability to

drive incremental EBITDA for Opera Software.  Individual payments will be made

during the earnout period based on financial performance in the period from 2015

through 2019.  The earnout period runs from closing through December 31, 2019

with final payments in 2020.

Description of the business to be acquired:  Bemobi offers consumers

subscription based mobile content that is available through mobile carriers.

Bemobi has offices in Rio de Janeiro, Brazil and a majority of their revenues

currently come from Brazil.

The following table summarizes the key financials of Bemobi from 2013 - 2014

(unaudited).

Significance of the transaction for Opera:  As discussed in the paragraphs

above, the acquisition of Bemobi will allow Opera to accelerate its strategy in

building mobile app discovery and monetization services.  In addition, Bemobi

has a very strong footprint with operators and mobile app developers in the

Latin American market that will help further solidify Opera's success in these

markets.

Agreements with senior employees or members of the board:  Opera does not have

any agreements with senior employees outside of their continued service as

employees of Bemobi or the payments to these individuals as shareholders in the

acquired company.  Opera does not have any agreements in place with members of

the board outside of standard non-competition and non-solicitation agreements.

This Press Release contains forward-looking statements. These statements

include, among other things, statements regarding future operations and business

strategies and future financial condition and prospects. These forward looking

statements are subject to certain risks and uncertainties that could cause our

actual results to differ materially from those reflected in the forward-looking

statements. Factors that could cause or contribute to such differences are

covered in the Opera Software FY 2014 Annual Report under the heading "Risk

Factors." We undertake no obligation to revise or publicly release the results

of any revision to these forward-looking statements, except as required by law.

Given these risks and uncertainties, readers are cautioned not to place undue

reliance on such forward-looking statements.

*"Adjusted EBITDA" or Non-IFRS EBITDA (for Opera) refers to EBITDA excluding

stock-based compensation expenses, extraordinary/one-time costs and acquisition

related costs.

Petter Lade, Investor Relations

Tel: +47 2369 2400

About Opera Software

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.

About Bemobi

A Bemobi is the leader in Latin America on the distribution and monetization of

mobile apps  through a subscriptions service. Bemobi offers to consumers some of

best curated Apps and Games from hundreds of the leading app publishers and

developers in the world. Bemobi works in close partnerships with the main mobile

carriers and Smartphone OEM's of the region reaching over 500 million mobile

subscribers in Brazil and Latin American. Learn more about Bemobi's services at:

http://www.appsclub.com