Kudelski Commences Tender Offer to Acquire OpenTV for US$1.55 Per Share in Cash
October 05 2009 - 12:59AM
Business Wire
The Kudelski Group (SIX: KUD.VX) today announced that its wholly
owned subsidiary, Kudelski Interactive Cayman, Ltd., has commenced
a tender offer to acquire all outstanding Class A shares of OpenTV
Corp. (NASDAQ: OPTV) not owned by Kudelski or its subsidiaries for
US$1.55 per share in cash. Kudelski’s offer is not conditioned on a
minimum number of Class A shares being tendered.
The offer price provides a meaningful premium to recent trading
values of the Class A shares and represents:
- a 17% premium to the closing
price of the Class A shares of $1.33 on October 2, 2009, the last
trading day prior to the date on which the offer was
commenced;
- a 17% premium to the average
closing price of the Class A shares from June 4, 2009, the day on
which Kudelski withdrew its proposal to acquire the outstanding
Class A shares of OpenTV not owned by Kudelski or its affiliates at
$1.35 per share, up to and including October 2, 2009;
- a 55% premium to the closing
price of the Class A shares on February 26, 2009, the last trading
day prior to the date of the announcement of Kudelski’s proposal to
acquire the outstanding Class A shares of OpenTV not owned by
Kudelski or its affiliates at $1.35 per share; and
- a premium of approximately 42%
to the enterprise value implied by the closing price of the Class A
shares on October 2, 2009, the last trading day prior to the date
on which the offer was commenced and a premium of approximately
190% to the enterprise value implied by the closing price of the
Class A shares on February 26, 2009, the last trading day prior to
the date of the announcement of Kudelski’s proposal to acquire the
outstanding Class A shares of OpenTV not owned by Kudelski or its
affiliates at $1.35 per share.
Kudelski said its all cash offer provides OpenTV shareholders
immediate liquidity at a superior value to OpenTV’s future
prospects, particularly given OpenTV’s current scale and R&D
challenges and the significant amount of new investment required
for OpenTV to remain competitive as a standalone, publicly-traded
company. In addition to delivering fair value to shareholders of
OpenTV, Kudelski believes the combination is in the best interest
of OpenTV’s employees, customers and partners because of Kudelski’s
commitment to the sustainability of the business and Kudelski’s
ability to invest in R&D and growth to ensure OpenTV has a
strong future in the context of an intensely competitive
environment.
The tender offer and withdrawal rights are scheduled to expire
at 5:00 pm New York City time on Friday, November 6, 2009, unless
extended. Kudelski and its subsidiaries currently own approximately
13.4% of OpenTV’s outstanding Class A shares and 100% of OpenTV’s
outstanding Class B shares, which together represent approximately
32.3% of the total outstanding shares of OpenTV and 77.2% of the
voting power of OpenTV’s shares. Kudelski plans to finance the
transaction through a credit facility, as well as from available
cash held by Kudelski and its subsidiaries. The commencement and
consummation of the tender offer does not require the approval or
recommendation of the OpenTV board, and Kudelski has not asked the
OpenTV board to approve the tender offer.
Credit Suisse is acting as financial advisor to Kudelski for the
tender offer, and Cooley Godward Kronish LLP is acting as legal
counsel to Kudelski in connection with the tender offer.
For more information, visit www.opentvvalue.com.
About The Kudelski Group
The Kudelski Group (SIX: KUD.VX) is a world leader in digital
security and convergent media solutions for the delivery of digital
and interactive content. Its technologies are used in a wide range
of services and applications requiring access control and rights
management to secure the revenue of content owners and service
providers for digital television and interactive applications
across broadcast, broadband and mobile delivery networks. The
Kudelski Group is also a world technology leader in the area of
access control and management of people or vehicles to sites and
events. It additionally offers professional recorders and high-end
Hi-Fi products. The Kudelski Group is headquartered in
Cheseaux-sur-Lausanne, Switzerland. Please visit www.nagra.com for
more information.
IMPORTANT INFORMATION
This communication does not constitute an offer to buy or a
solicitation of an offer to sell any securities. Kudelski will file
a Tender Offer Statement and Rule 13e-3 Transaction Statement on
Schedule TO with the U.S. Securities and Exchange Commission
(“SEC”) containing an offer to purchase all of the outstanding
Class A shares of OpenTV not owned by Kudelski or its subsidiaries
for $1.55 per share. The tender offer is being made solely by means
of the offer to purchase, and the exhibits to be filed with respect
thereto (including the letter of transmittal), which will contain
the full terms and conditions of the tender offer. INVESTORS AND
SECURITY HOLDERS OF OPENTV ARE URGED TO READ THESE AND OTHER
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The complete
terms, conditions and other details of the tender offer are
contained in materials to be filed with the SEC. Shareholders can
access these and other materials related to the tender offer at
www.opentvvalue.com.
This communication contains forward-looking statements that
involve certain risks and uncertainties that are difficult to
predict. These statements are based on current expectations of
Kudelski and its affiliates and currently available information.
They are not guarantees of future performance and are based upon
assumptions as to future events that may not prove to be
accurate.
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