Press Release March 20, 2015

Goodwin Advises OverDrive on $410 Million Sale to Rakuten

Goodwin Procter advised OverDrive on its announced $410 million sale to Rakuten. Terms of the all-cash transaction, which is expected to close in April 2015, were not disclosed. Insight Venture Partners has been the majority shareholder in OverDrive since 2010.

OverDrive is a global digital distribution platform, supplying the industry's largest catalog of eBooks, audiobooks, music and streaming video to 33,000 libraries, schools and retailers worldwide. OverDrive supports all major computers and devices, including iPhone®, iPad®, Nook®, Android™ phones and tablets, Chromebook™ and Kindle® (U.S. only). The company offers all digital media on a single platform, and offers APIs to streamline a seamless user experience. OverDrive Read, the breakthrough EPUB and HTML5 browser-based reading experience, now supports fixed layout and narrated eBooks. Founded in 1986, the company is based in Cleveland, Ohio.

Rakuten (TOKYO:4755) is a global Internet services company that provides a variety of products and services for consumers and businesses, with a focus on e-commerce, finance, and digital content. Since 2012, Rakuten has been ranked among the world’s ‘Top 20 Most Innovative Companies’ in Forbes magazine’s annual list. Rakuten is expanding worldwide and currently operates throughout Asia, Europe, the Americas and Oceania. Founded in 1997, the company is headquartered in Tokyo, with over 14,000 employees and partner staff worldwide.

The Goodwin team advising OverDrive was led by Ilan Nissan, and included Bill Weiss and Christopher Dwyer.

Additional information regarding the transaction can be found in the OverDrive press release and the Rakuten press release.