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  OPENWAVE SYSTEMS INC. ANNOUNCES FILING OF REGISTRATION STATEMENT FOR OFFERING OF 15,600,000 SHARES OF COMMON STOCK
  

  REDWOOD CITY, Calif. - December 1, 2005 -- Openwave Systems Inc. (Nasdaq: OPWV), a Delaware corporation, today filed with the Securities and Exchange Commission a shelf registration statement, along with a preliminary prospectus supplement relating to an underwritten public offering of 15,600,000 primary shares of common stock plus an option to purchase up to an additional 2,340,000 shares to cover overallotments, if any.

We expect to use approximately $111.2 million of the net proceeds from this offering to fund the acquisition of Musiwave. The balance of the net proceeds will be available for general corporate purposes, including working capital and capital expenditures. We may use a portion of the net proceeds to acquire other businesses, technologies, assets and product lines that complement or expand our existing business.

The sole book-running manager of the offering is Merrill Lynch & Co., the co-lead manager of the offering is Lehman Brothers and the co-managers of the offering are JP Morgan and Thomas Weisel Partners LLC. When available, a copy of the prospectus relating to the offering may be obtained from Merrill Lynch at 4 World Financial Center, 250 Vesey Street, New York, NY 10281, or from the offices of any of the co-managers identified above.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements
 
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements relating to whether or not Openwave will consummate the offering and the anticipated use of proceeds of the offering. These statements are based upon the current expectations and beliefs of Openwave's management and are subject to risks and uncertainties that could cause the actual results to differ, possibly materially, from those projected in the forward-looking statements. Some, but not all, of these risks and uncertainties are discussed from time to time in the press releases and disclosure materials of Openwave filed with the Securities and Exchange Commission. In addition, the forward-looking statements in this press release involve risks and uncertainties specific to the nature of the proposed offering, including, but not limited to, unanticipated changes in the securities market and competitive conditions.

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

For further information:
 
Contact Openwave Worldwide Public Relations

INVESTOR CONTACTS
Michael Bishop
Sr. Investor Relations Manager
Openwave Systems Inc.
(650) 480 4461
michael.bishop@openwave.com 		 



 
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