CORRECTED - Kudelski launches tender offer for OpenTV

(Corrects the number of shares Kudelski does not own to 94 million, in 2nd paragraph)

By Anupreeta Das

NEW YORK Oct 5 (Reuters) - Swiss digital TV technology company The Kudelski Group KUD.VX is trying to take full ownership of OpenTV Corp OPTV.O for the second time, with a higher offer valuing the interactive TV software maker at $215 million.

The deal, launched on Monday as an all-cash tender offer, offers OpenTV shareholders $1.55 per share for the 94 million outstanding shares that Kudelski does not already own.

The offer represents a 17 percent premium to OpenTV's Friday closing price of $1.33. It expires on Nov. 6.

It does not require the approval or recommendation of OpenTV's board and is not subject to a financing condition, Kudelski said in a statement.

In February, Kudelski, which owns 13.4 percent of OpenTV's Class A shares, proposed to buy the remainder for $1.35 per share. But Kudelski withdrew that bid in June after a special committee set up by OpenTV's board rejected it, saying it was inadequate.

In 2007, Kudelski bought enough Class A and B shares from Liberty Media Corp (LINTA.O) to give it voting control of OpenTV. It owns about 30 million Class B common shares.

Kudelski Group Chief Executive Andre Kudelski -- who is also executive chairman of the OpenTV board -- and several new members joined the board under the deal, but the two companies operate independently.

The Swiss company has since said it believes OpenTV is better off combined with Kudelski, which operates complementary businesses.

Kudelski said its proposal offers better value for OpenTV shareholders because there are challenges to running OpenTV as an independent, publicly traded company. The company believes it can compete better as a combined entity against rivals like privately owned NDS Group Ltd.

OpenTV's software is built into 133 million digital set-top boxes and televisions worldwide, according to the San Francisco-based company's website.

Kudelski makes digital security and other products used by companies that provide digital and interactive content.

(Reporting by Anupreeta Das; Editing by Valerie Lee, Dave Zimmerman)