Provides Final Extension to OpenTV Shareholders Who Have Not Yet Tendered -
Offer Will Expire At 12:00 Midnight New York City Time on November 25, 2009
CHESEAUX, Switzerland--(Business Wire)--
The Kudelski Group (SIX: KUD.VX) today announced the final extension of the
previously announced subsequent offering period of its tender offer 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 to 12:00 midnight,
New York City time, on Wednesday, November 25, 2009 (which is the end of the day
on November 25, 2009). The subsequent offering period was previously set to
expire at 5:00 p.m., New York City time, on Friday, November 20, 2009.
Last opportunity to tender
Kudelski is pleased with the overwhelming support for the transaction with
approximately 76,298,095 million shares tendered to date, representing
approximately 82% of the OpenTV Class A shares not owned by Kudelski or its
subsidiaries prior to commencement of the tender offer. Kudelski is extending
the subsequent offering period to provide shareholders who have not yet tendered
a final opportunity to do so and to receive promptly the same purchase price of
US$1.55 per share, net to the seller in cash, without interest and less
applicable withholding taxes, paid for shares tendered in the initial offering
period. There is no guarantee that shareholders who have not yet tendered may be
able to sell their shares at the tender offer price after the extended
subsequent offering period expires.
Any Class A shares that are validly tendered during the extension of the
subsequent offering period will be immediately accepted for payment. Shares
tendered during the extension of the subsequent offering period cannot be
tendered by guaranteed delivery and may not be withdrawn.
96% of the voting rights
Including those shares tendered in the initial offering period, as of 5:00 p.m.,
New York City time, on Friday, November 20, 2009, shareholders of OpenTV had
tendered approximately 76,298,095 Class A shares of OpenTV. Upon the acquisition
of those shares, Kudelski will own approximately 96% of the voting rights in
OpenTV. Kudelski has accepted for payment all shares validly tendered in the
offer, including those shares validly tendered in the subsequent offering period
to date.
For additional information on the tender offer, please 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. The tender offer was made by Kudelski Interactive
Cayman, Ltd., a subsidiary of Kudelski SA, pursuant to a Tender Offer Statement
and Rule 13e-3 Transaction Statement on Schedule TO filed by Kudelski SA and
Kudelski Interactive Cayman, Ltd. with the SEC. OpenTV shareholders considering
tendering their shares in the subsequent offering period are urged to read
carefully in their entirety the Schedule TO and all amendments thereto, the
exhibits filed therewith (including the offer to purchase and letter of
transmittal) and other documents filed with the SEC. 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.
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
