Openwave Completes Acquisition of Musiwave

Openwave Completes Acquisition of Musiwave

REDWOOD CITY, Calif., Jan. 17 /PRNewswire-FirstCall/ -- Openwave Systems Inc. (NASDAQ:OPWV), the leading provider of open software products and services for the communications industry, today announced the completion of its acquisition of Musiwave, a leading provider of mobile music entertainment services to operators and media companies worldwide. The acquisition supports Openwave's strategic focus to help its global customer base rapidly deploy revenue-generating communication, information and entertainment services to consumers.

"The combination of Openwave's client and server expertise with Musiwave's leadership in the management of mobile music services, is a win-win for our wireless, broadband and handset customers, both in providing innovative services to the market faster as well as offering a mobile music and video experience that is intuitive and personalized," said David Peterschmidt, president and CEO, Openwave. "Our combined global customer base now has a partner with proven expertise to deliver the latest music services, including ringtones and ringback tones, full track music downloads and streaming audio, to a wide variety of devices."

"The wireless industry is at a turning point -- the deployment of high-speed 3G networks and increasing availability of multimedia-rich feature phones, presents operators with an incredible opportunity to drive large scale mobile content adoption," said Nicolas Pelletier, chief executive officer, Musiwave. "We look forward to leveraging Musiwave technology with Openwave's handset to network expertise to deliver solutions that allow operators to bring music and video services to consumers quickly and easily," adds Guillaume Decugis, chief operating officer, Musiwave.

Musiwave provides mobile music entertainment services to over 35 mobile operators in 25 countries including Vodafone, T-Mobile, Telefonica, Orange, SFR and Amena.

Financial Terms

Openwave has acquired all outstanding shares of Musiwave for a total purchase price of approximately euro 97 Million, (net of actual purchase price adjustments), and under the terms of the definitive agreement may pay a contingent earn-out of up to an additional euro 15 Million. This equates to approximately $117 Million, and a contingent additional $18 Million respectively, based on the Euro-US Dollar exchange rate of January 13, 2006. The actual amount of the contingent earn-out payment, if any, will be determined based upon achievement of certain financial targets by the Musiwave business during calendar year 2006, and is expected to be paid, if applicable, shortly thereafter. The purchase price of euro 97 Million was paid in cash on completion of the transaction. The contingent earn-out of up to euro 15 Million is expected to be paid with a mixture of cash and stock. The exact proportions of cash and stock shall be determined by Openwave prior to the payment date, provided that the cash portion shall not be less than 47%.

About Musiwave and Openwave

Musiwave, an Openwave company (Openwave Systems Inc. Nasdaq: OPWV), is a leading provider of mobile music entertainment solutions, including software, marketing and content management, to operators and media companies worldwide. For more information, please visit www.musiwave.net.

Openwave is the leading independent provider of open software products and services for the communications industry. Openwave's breadth of products, including mobile phone software, multimedia messaging software (MMS), email, location and mobile gateways, along with its worldwide expertise enable its customers to deliver innovative and differentiated data services. Openwave is a global company headquartered in Redwood City, California. For more information please visit www.openwave.com.

Cautionary Note Regarding Forward Looking Statements

This release contains forward-looking statements relating to expectations, plans or prospects for Openwave Systems Inc. that are based upon the current expectations and beliefs of Openwave's management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such forward looking statements include those relating to revenue projections for the Musiwave business and the acquisition's accretive impact. In particular, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (a) the reaction of customers and employees of Openwave and Musiwave to the transaction; (b) Openwave's ability to successfully manage and integrate Musiwave's operations and employees; (c) the ability to retain key employees, content providers, and customers of the Musiwave business; (d) the ability to compete with new or existing competitors of the two companies; (e) the ability to make changes in business strategy, development plans and product offerings to respond to the needs of our current, new and potential customers, suppliers and strategic partners; (f) risks associated with operating a hosted application service provider music delivery service, including potential technical problems or other delays in providing the service; (g) technological changes and developments; and (h) general risks of the Internet and wireless telecommunications sector.

For a detailed discussion of some of these risks and other cautionary statements, please refer to the risk factors discussed in filings with the U.S. Securities and Exchange Commission ("SEC"), including but not limited to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005, and any subsequently filed reports. All documents also are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Openwave's Web site at www.openwave.com. The Company assumes no obligation to update the forward-looking statements included in this document.

NOTE: Openwave and the Openwave logo are trademarks of Openwave Systems Inc. All other trademarks are the properties of their respective owners.

For more information please contact:

INVESTOR CONTACTS:

Michael Bishop
Investor Relations
Openwave Systems Inc.
650-480 4461
investor@openwave.com

MEDIA CONTACTS:

Hannah Summers
Public Relations
Openwave Systems Inc.
650-480 7119
Hannah.summers@openwave.com

Sally Bate
Public Relations
Openwave (Europe) Ltd.
+ 44 (0) 1442 458811
Sally.bate@openwave.com

Source: Openwave Systems Inc.

CONTACT: investors, Michael Bishop, +1-650-480-4461, or
investor@openwave.com, or media, Hannah Summers, +1-650-480-7119, or
Hannah.summers@openwave.com, both of Openwave Systems Inc.; or Sally Bate of
Openwave (Europe) Ltd., + 44 (0) 1442 458811, or Sally.bate@openwave.com

Web site: http://www.openwave.com/
http://www.musiwave.net/

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