Opera Software bidder has options to avoid price bump pressure
Opera Software’s [STO:OPERA] top shareholder Ludvig Lorentzen AS could find it tricky to achieve an offer bump due to the range of options available to the buyer, two bankers following the situation and a source close said.
The investor, led by CEO Ole Peter Lorentzen, holds 8.26% of Opera Software, according to the company’s website. Deal completion is conditional on 90% Opera shareholder support, but this can be waived.
Lorentzen has in the past succeeded in using his leverage as a large shareholder to achieve a bump, as with the Mamut/Visma deal in 2011, and seems to be adopting a wait-and-see approach with Opera, the bankers following said.
While the investor does not have enough on its own to block the deal, other shareholders may choose to side with Lorentzen to reach the 10% blocking stake in the hope of a bump, the two bankers following thought.
Lorentzen has not been in contact with Opera’s buyer, a Golden Brick Capital-led Chinese consortium, regarding an increased offer, the source close said. Other large shareholders totalling 33% committed to support the deal. Lorentzen has declined to give his view on the deal, the source said.
But the Mamut/Visma situation was very different to this one, as Lorentzen held almost 25% in the company, the bankers said. It would be more costly for Lorentzen to build such a stake in Opera, the source said.
Lorentzen also had board representation in Mamut via Nils Foldal, which enabled him to more accurately gauge the chances of a bump or alternative offer, the first banker following said. He does not have board representation in Opera.
This situation has less visibility, the second banker following said. While we know an offer from an alternative bidder is unlikely, due to the length of Opera’s strategic review, the consortium’s intentions and delisting timeline are less clear, this banker said.
The Chinese consortium may want to delist the entity promptly, meaning it could be minded to increase the offer to get the 90% required to do so, the bankers following said. But it has alternative options, the source said.
The consortium could consider applying to delist with a little under 90%, the source said. For example, in Norwegian deal EVRY/Apax last year the 90% condition was waived when the company achieved 88% on settlement of the offer. Apax’s first application to have EVRY delisted failed but it succeeded on appeal, despite one shareholder asking for a delay.
This process took a number of months and carries risks, meaning the Chinese consortium may not want to follow Apax’s example, the bankers following said.
If only a few larger shareholders decide not to tender their shares, it is more likely the Oslo Bourse will allow a delisting with just under 90%, the source said. If a large number of smaller investors do not accept the offer, the Chinese consortium may be best advised not to apply for a delisting with less than 90%, the source said.
The consortium may also accept to keep Opera listed if it does not achieve 90%, the source said. At this stage all options could be considered, the source said.
Ludvig Lorentzen AS could not be reached for comment.