Otello Corporation ASA

Opera divests its connected TV business

Opera Software ASA ("Opera" or the "Company") entered 19 December 2016 into an

agreement to sell a majority stake in its TV business ("Opera TV") to Moore

Frères & Company ("Moore Frères"), a US based investment firm focused

exclusively on the tech, media, telecom industries (the "Transaction"). The

Transaction values Opera TV to an enterprise value of USD 114.3m. Opera will

remain as a minority shareholder in Opera TV by rolling over a part of its

equity stake. The purchase price consists of a cash consideration of USD 80m and

preferred shares equivalent to 30% of Opera TV's common equity (not adjusted for

management option program). The Transaction will not trigger taxation for Opera

Software ASA.

Closing of the Transaction took place simultaneously with the entering into of

the agreement and all conditions for completion have therefore been fulfilled,

including the payment of the cash consideration of USD 80m.

Opera TV is the market leader in enabling the TV industry's transition to OTT,

delivering the most widely deployed HTML5 platform to over 60 customers. The

Opera TV product portfolio powers rich web experiences on over 40 million

connected devices each year, including Smart TVs, set-top boxes, Blu-ray Disc

players and game consoles. Its customer base includes market leaders, such as

Sony, Samsung, TiVo, Verizon and Sagemcom. Opera TV has operated as a separate

business unit since 2013, and reported 2015 revenue of USD 31.4m and USD 20.3m

for the first nine months of 2016. Opera TV's reported adjusted EBITDA for the

first 9 months of 2016 was USD 9.0m. Headquartered in Norway, Opera TV currently

has about 180 employees located across 14 countries, including Sweden, Poland,

USA, Japan, China, Korea, Taiwan and Brazil.

Lars Boilesen, CEO of Opera Software ASA, said, "Moore Frères has impressive TMT

and operational expertise that will help Opera TV expand its offering and serve

a broader array of customers worldwide,". "The Opera TV business has significant

potential to drive continued innovation and unlock the full potential of the

connected TV. We are pleased to retain a minority stake in order to benefit

from the company's continued growth and success."

Aneesh Rajaram, General Manager of the Opera TV business unit, will continue to

lead the business as Opera TV's CEO post Transaction.

As previously communicated, Opera targets a net cash/debt position of zero and

will use proceeds from this Transaction to pay out an extraordinary dividend in

connection with Opera's 2017 Annual General Meeting.

Transaction and financial highlights:

· Opera received an upfront amount of USD 80 million in cash at the close of

the Transaction

· ? Opera has rolled over a part of its ownership in Opera TV. Opera has

received a class of preferred shares at closing that, at Opera's discretion,

can be converted to 30% ownership in Opera TV's common equity (not adjusted for

management option program)

· ? The Transaction has customary net working capital and net debt

adjustment mechanisms

· ? Moore Frères and Opera have entered into a customary shareholder

agreement for the joint ownership of Opera TV

· ? Morgan Stanley Senior Fund and Morgan Stanley Credit Partners

provided financing to Moore Frères & Company.

Type of transaction: The Transaction is a divestment of Opera's business unit

Opera TV.

Description of the business having been divested: