OpenTV Files Schedule 13E-3 and Preliminary Redemption Notice/Transaction Statement
January 14 2010 - 5:01PM
Business Wire
OpenTV Corp. (NASDAQ:OPTV) (“OpenTV”), a leading software and
technology provider of advanced digital television solutions,
announced today that it has filed a Schedule 13E-3 transaction
statement and a related preliminary redemption notice/transaction
statement with the Securities and Exchange Commission (the "SEC")
relating to a proposed redemption of all of its Class A ordinary
shares that are not owned by its controlling shareholder, Kudelski
SA, and its affiliates.
On January 8, 2010, Kudelski and certain of its affiliates, who
collectively own more than 90% of the voting power of OpenTV,
notified the company of their intent to give written instructions
directing OpenTV to redeem all of the Class A ordinary shares that
are not owned by Kudelski and its affiliates, which is permitted
under the laws of the British Virgin Islands, where OpenTV is
incorporated. Kudelski stated that it anticipates delivering
definitive written instructions directing OpenTV to effect the
redemption at such time as the SEC has completed its review of the
preliminary redemption notice/transaction statement filed by
OpenTV. Kudelski also indicated that it expects that the definitive
written instructions will include a recommendation that OpenTV
redeem the Class A ordinary shares for $1.55 per share.
The proposed redemption is subject to the SEC’s review of the
Schedule 13E-3 and the preliminary redemption notice/transaction
statement and Kudelski’s delivery of definitive written
instructions directing OpenTV to redeem its Class A ordinary
shares. Upon receipt of definitive written instructions from
Kudelski, the board of directors of OpenTV will, as required by the
laws of the British Virgin Islands, distribute a definitive
redemption notice/transaction statement to its shareholders that
sets forth the redemption date and the redemption price. In
connection with the redemption, shareholders of OpenTV will be
entitled to statutory dissent rights in accordance with the laws of
the British Virgin Islands.
The redemption notice/transaction statement filed with the SEC
today is a preliminary filing and is subject to change. The
proposed redemption may not be completed at all, and, if it is
completed, may be completed on terms different than those described
in the preliminary redemption notice/transaction statement. If the
redemption is completed, OpenTV will become a wholly-owned
subsidiary of Kudelski. It is expected that OpenTV’s Class A
ordinary shares will be delisted from The Nasdaq Global Market upon
the completion of the redemption. In addition, OpenTV expects to
suspend its reporting obligations with the SEC as soon as
practicable after completion of the redemption.
Nothing in this press release shall constitute an offer to
purchase or a solicitation of an offer to purchase any securities
of OpenTV. The redemption will only be conducted pursuant to a
definitive redemption notice/transaction statement. OpenTV
shareholders and other investors are urged to read the
Schedule 13E-3 and the redemption notice/transaction statement
filed with the SEC because they contain important information about
the redemption. Copies of the Schedule 13E-3 and the redemption
notice/transaction statement are available at no charge on the
SEC’s website at http://www.sec.gov.
About OpenTV
OpenTV is one of the world’s leading providers of advanced
digital television solutions dedicated to creating and delivering
compelling viewing experiences to consumers of digital content
worldwide. OpenTV’s software has been integrated in more than 138
million devices around the world and enables advanced program
guides, video-on-demand, personal video recording, interactive and
addressable advertising and a variety of enhanced television
applications. For more information, please visit
www.opentv.com.
Cautionary Language Regarding Forward-Looking
Information
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995, including
statements regarding the proposed redemption. These statements are
based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may differ
materially from these expectations. All forward-looking statements
are expressly qualified in their entirety by the cautionary
statements in this paragraph. For a further discussion of the risks
and uncertainties relevant to OpenTV, please refer to OpenTV’s
periodic reports and registration statements filed with the SEC,
which can be obtained online at the SEC’s web site at
http://www.sec.gov. Readers should consider the information
contained in this release together with other publicly available
information about OpenTV for a more informed overview of OpenTV. We
disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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