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Opera renegotiates its $1.2B sale down to $600M for its browsers, privacy apps, Chinese JV

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Some more developments over at Opera, the browser company based out of Norway. The company announced that an offer to acquire the company for $1.2 billion has now been terminated, and in the meantime, the deal has been renegotiated: the same group will now pay $600 million to acquire only certain parts of Opera’s business.

Opera will sell the Qihoo 360-led consortium its mobile and desktop browser operations, its performance and privacy apps, its tech licensing not including Opera TV; and Opera’s 29 percent stake in Chinese JV nHorizon.

Opera’s remaining business that is not part of the sale will include Opera Mediaworks, Opera Apps & Games (including Bemobi) and Opera TV, along with about 560 employees. As of Q1, Opera had 1,669 employees in its full operation.

The Opera name and trademark will go the deal and the remaining company has some 18 months to find a new name, a company spokesperson told me. The new deal has already been approved by Opera’s board.

The news today caps off a difficult time at Opera. The company — which competes against the likes of Google and others in browsers, advertising, and related services — has been looking for an exit for years (at one point, Facebook was among those rumored to be interested but that never came to anything), but in the end, the deal that was struck last February did not manage to get regulatory approvals before a deadline (although shareholders supported it).

“We all tried very hard to close the public offer and are naturally disappointed that we were unsuccessful. However, we believe that the new deal is very good for Opera employees and Opera shareholders,” said Opera’s CEO, Lars Boilesen. (Boilesen had been outspoken about the original deal being struck by shareholders without much buy-in from Opera’s staff. Some believed the original deal undervalued Opera).

“The Consumer part has good fit with objectives and strategy of Consortium, and will become part of ecosystem with substantial investment capacity. For Opera shareholders we are selling approximately ¼ of the company for $600m, which is an attractive price for this part of our business.”

Boilesen will serve as CEO for both Opera and the Consumer Business until December 31, 2016.

“After this date, Lars will no longer hold the role as CEO for the Consumer Business, and will be solely dedicated to Opera,” the company said in its statement.

Although Opera’s most public face is its mobile browser business (augmented more recently by its performance and privacy apps), on a financial level, this deal appears more lucrative for the Norwegian company and its investors.

The parts of the business that Opera is keeping represented more than two-thirds of the company’s revenues in 2015, with sales of $467 million and adjusted Ebitda of $74 million (full company revenues for that year were $616 million and adjusted Ebitda of $108 million).

“Opera estimates that in 2016, the same three remaining business units will deliver revenues of $570-605 million (+22% to +30%) and an adj. EBITDA of $75-90 million (+2% to +22%),” the company said today.

That part of the business is due to be reorganized in the wake of this deal, Opera said. One big question I have is how the advertising business will be structured. While services like Opera’s browsers may not have generated much revenue, they were also the basis of a lot of advertising inventory for the Mediaworks division. Update: “The reorganisation is linked to the business being sold, and has nothing to do with Mediaworks. A very minor part of Mediaworks revenues was linked to the Opera browser business,” a spokesperson tells me.

The original, $1.2 billion deal had a deadline of July 15 to close, but it didn’t make the cut after failing to get regulatory approvals in time. This new deal now has a “drop-dead date” of October 31, 2016, with an automatic extension to December 31 if the two sides fail to get everything completed. The fact that the deal has a more flexible deadline date is a sign of how Opera is more willing to negotiate and look for a solution than the first time around.

There are also break fees if this one doesn’t go through: specifically $100 million from Golden Brick Capital (the name of the consortium that is backed by Kunlun Tech Limited, Future Holding L.P., Keeneyes Future Holding Inc, Qifei International Development Co. Limited and Golden Brick Capital Private Equity Fund I L.P.Beijing Kunlun Tech Co. Ltd., Qihoo 360 Software (Beijing) Co. Ltd., and Golden Brick Silk Road Fund Management (Shenzhen) LLP) if they fail to close the deal, but only $40 million if the holdup is related to regulatory issues.

The new transaction is expected to close during the second half of 3Q 2016, Opera said.