Kudelski Commences Tender Offer to Acquire OpenTV for US$1.55 Per Share in Cash

17% One-Day Premium Provides Significant Immediate Value to All OpenTV
Shareholders
CHESEAUX, Switzerland--(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.

Investors:
Kudelski Group
Santino Rumasuglia, +41-21-732-01-24
or
MacKenzie Partners
Amy Bilbija / Bob Marese
650-798-5206 / 212-929-5500
or
Media:
Kudelski Group
Daniel Herrera (European media)
+41-21-732-01-81
or
Sard Verbinnen & Co
Andrew Cole / Diane Henry (US media)
415-618-8750

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