Kudelski`s Premium Tender Offer at US$ 1.55 per Share Superior to OpenTV`s Standalone Prospects with Near Terms Revenues and Profitability at Risk

* Recent profitability is not sustainable with 60% of revenues at risk in
current business trends
* Kudelski is committed to executing the US$ 100-150 MM required investment plan
to ensure OpenTV`s sustainability, irrespective of the outcome of the
transaction
* The offer expires on November 12, 2009 11:00 pm Eastern time

CHESEAUX, Switzerland--(Business Wire)--
The Kudelski Group (SIX: KUD.VX) today commented on its tender offer commenced
on October 5, 2009 to acquire all outstanding Class A shares of OpenTV Corp.
(NASDAQ: OPTV) not already owned by Kudelski or its subsidiaries for US$1.55 per
share in cash, implying a total equity value of at least US$215 million1.

The Kudelski Group is committed to supporting OpenTV`s customer franchise,
management, employees and other stakeholders and has a clear plan requiring
significant investments to ensure the mid- and long-term sustainability of
OpenTV. Kudelski is determined to execute the plan, and, as a respectful
controlling shareholder, will not compromise OpenTV`s sustainability for purely
short-term profit. Therefore, Kudelski would like to make sure that shareholders
currently holding OpenTV shares understand the potential implications and risks
for those who choose not to tender their shares.

The fairness and the merit of the transaction have been recognized by key
customers and many shareholders. Here are some additional key facts supporting
that the premium all cash offer provides higher value for all OpenTV
shareholders relative to the current standalone strategy:

SEVERE CHALLENGES AHEAD FOR OPENTV

OpenTV`s top 20 current customer business is declining, and a transformation is
required. Below are several facts that support this assessment:

1. In its October 26, 2009 press release titled "BSkyB and OpenTV Extend
Partnership" OpenTV said, "Sky has licensed OpenTV`s patents and other
intellectual property rights to support ongoing development of the company`s
digital television platform." While Kudelski highly values OpenTV`s excellent
relationship with BSkyB and sees it as a cornerstone of OpenTV`s business, it is
evident that the current relationship is changing. The new agreement will move
OpenTV`s relationship with BSkyB from a de-facto sole middleware provider to a
licensor of intellectual property enabling the use of set-top boxes without
OpenTV middleware. The license agreement allows BSkyB to build its own
solutions, whereas previously the license was always included in OpenTV`s
products and solutions. While Kudelski fully supports OpenTV`s efforts to remain
the leading middleware supplier to BSkyB and other News Corp. accounts, this
recently announced agreement will materially reduce OpenTV`s revenues and
profitability. BSkyB has repeatedly led the way for other News Corp. operators,
so there is a risk that the BSkyB transition expands to other parts of News
Corp. According to the latest OpenTV 10-K, revenues received from News Corp.
entities represented 29% of the company`s total revenues in 2008.

2. OpenTV and Kudelski Group entities such as Nagravision share multiple joint
accounts. While OpenTV is the preferred partner in such accounts, Nagravision is
not in a position to recommend OpenTV solutions when the OpenTV solution does
not address market needs. Kudelski sees that most of its future business will be
generated by new solutions not currently addressed by OpenTV middleware. In
order for the Kudelski Group to continue to bring new customer prospects to
OpenTV, OpenTV`s product roadmap should be drastically accelerated and
completed, as advocated by Kudelski. In 2008, around 30% of OpenTV`s revenues
were with joint Kudelski accounts, and US$8.6 MM came directly through the
Kudelski resale agreement.

3. As disclosed in OpenTV`s 2008 10-K, annual revenues from EchoStar, once a top
OpenTV customer, have declined nearly 60% (from US$13.2 MM to US$5.8 MM) since
2006, when EchoStar`s revenue contribution was 13% of OpenTV`s total revenues.
This trend is likely to continue.

4. OpenTV`s past and current R&D efforts account for an important percentage of
its revenues, but are not sufficient to service all forecasted customer accounts
nor to compensate for revenue erosion from OpenTV`s current top 20 accounts.

In total, the above revenue sources represented approximately 60% of OpenTV`s
2008 revenues. A significant amount of that revenue is at risk. As detailed in
its presentation filed with the SEC on October 26, 2009, Kudelski`s projections
for OpenTV`s 2011 revenues assumed 15% middleware billings adjustments. Recent
developments confirm this downward trend, and Kudelski believes OpenTV`s
revenues generated with current top 20 customers are likely to further decline.
Alternative approaches to valuing OpenTV did not take these important factors
into account. In its 12 years of existence, OpenTV has been profitable in only
one year; the loss of a single major account would have a significant
bottom-line negative impact.

Kudelski would like to correct some inaccurate statements and arguments that
have been made about the transaction:

* In such a fast evolving and highly volatile technological environment, using
historical valuation metrics and inappropriate comparables as a basis for
measuring the fair value of OpenTV is misleading. The problem is magnified when
the comparison ignores the business fundamentals and investment environment
facing OpenTV today. Kudelski does not believe that comparing OpenTV`s subscale
operations with an optimally sized organization with a different scope of
activities is appropriate, especially in an industry where size does matter.
* Discovery Group was until recently OpenTV`s second largest investor and
previously made public statements suggesting that Kudelski`s $1.55 per share
offer price was materially too low. In recent weeks Discovery Group sold more
than seven million shares, representing the majority of its OpenTV
shareholdings, for an average sale price below US$1.55 per share. We believe
this is a significant development and indicates that Discovery Group has revised
its assessment of OpenTV`s value and recognizes the superior value of our
offer.

SHAREHOLDERS SHOULD DECIDE BEFORE EXPIRATION ON NOV. 12

As a reminder, the tender offer and withdrawal rights are scheduled to expire at
11:00 pm New York City time on Thursday, November 12, 2009, unless extended. To
learn more about the tender offer, please visit www.opentvvalue.com where you
will find the latest information, frequently asked questions and relevant SEC
filings containing further details on the tender offer. If you have any
questions, please call MacKenzie Partners, Inc., the Information Agent for the
offer, at (800) 322-2885 (toll-free).

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 SA and Kudelski Interactive Cayman, Ltd.,
a subsidiary of Kudelski SA, have filed a Tender Offer Statement and Rule 13e-3
Transaction Statement on Schedule TO with the SEC containing an offer by
Kudelski Interactive Cayman, Ltd. to purchase all of the outstanding Class A
shares of OpenTV not owned by Kudelski SA or its subsidiaries for US$1.55 per
share. The tender offer and withdrawal rights are scheduled to expire at 11:00
pm New York City time on Thursday, November 12, 2009, unless extended as
described in the offer to purchase filed with the SEC. The tender offer is being
made solely by means of the offer to purchase, and the exhibits filed with
respect thereto (including the letter of transmittal), which contain the full
terms and conditions of the tender offer. OpenTV shareholders are urged to read
carefully in their entirety those and other documents filed with the SEC, as
they may be amended, because they contain important information about the tender
offer. OpenTV shareholders can obtain copies of all materials filed by Kudelski
SA with the SEC free of charge at the SEC`s website, www.sec.gov, or by calling
MacKenzie Partners, Inc., the Information Agent for the tender offer, toll-free
at 800-322-2885. Shareholders can also 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.

1 Based upon valuing the aggregate Class A and Class B shares at the US$1.55 per
share offer price. Does not reflect any premium that would be associated with
the higher voting Class B shares.

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

Copyright Business Wire 2009