A planned $1.2 billion Chinese takeover of Oslo-listed Opera Software ASA (OPESF) ended on a flat note Monday, July 18, when regulators failed to sing to the same song sheet as the buyers.
However, the show was immediately restarted to an alternative and much less ambitious score.
The buyer consortium Qihoo 360 Technology Co. Ltd. (QIHU) , Beijing Kunlun Tech Co. Ltd. and Golden Brick Silk Road Fund Management and Opera jointly announced a $600 million agreement for the target to sell its consumer business while retaining its advertising and marketing business, its TV operations and gaming apps.
The new deal includes Opera's key mobile and desktop browsers, its performance and privacy apps and the non-TV parts of its technology licensing business. It also includes Opera's 29.09% stake in a Chinese joint venture called nHorizon.
But it is still subject to regulatory approval.
The announcement did not say which regulator had withheld approval for the deal, but reports said that the July 15 deadline for approval from the Committee on Foreign Investment in the United States was the same as the ultimate deadline for the original deal to buy the whole company.
The buyer consortium, known as Kunqi, said it had used its best efforts to obtain the regulatory approvals required for its 71 Norwegian kroner per share ($8.40) original offer for the whole company, but had failed to get consent in time.
Instead Kunqi, which is making the offer through a Golden Brick Capital Private Equity Fund, said it has agreed to an ultimate deadline Oct. 31, although this can be extended to Dec. 31. There's a break fee of up to $100 million, if the Chinese side fails to meet its obligations, but that is reduced to $40 million if the failure is due to the absence of regulatory approvals.
Meanwhile if Opera fails to meet its side of the bargain, the break fee will be $50 million.
Opera said the businesses it plans to keep delivered earnings before tax, depreciation and amortization of $74 million in 2015, while revenue was $467 million. Unaudited figures for the consumer business, which it is selling to the Chinese, included Ebitda of $34 million on revenue of $149 million.
Opera's shares were down 13.3% by mid-morning in Oslo at Nkr52.00.