Arcadia Capital Advisors, LLC Issues Open Letter to OpenTV Shareholders

Fri Oct 30, 2009 11:17am EDT
 
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Recommends OpenTV Shareholders Not to Tender Shares at $1.55 to Kudelski
GREAT NECK, N.Y.--(Business Wire)--
Arcadia Capital Advisors, LLC ("Arcadia") filed with the U.S. Securities and
Exchange Commission a Schedule 14D-9 which recommends shareholders of OpenTV
Corp. (NASDAQ: OPTV) ("OpenTV") not tender their shares pursuant to Kudelski
Group`s ("Kudelski") Tender Offer made on October 5, 2009 to acquire all
outstanding Class A shares of OpenTV Corp. for $1.55 ("Tender Offer").

As disclosed in the filing, Arcadia issued an Open Letter to OpenTV Shareholders
in response to Kudelski`s Tender Offer and the Board of OpenTV`s neutral
response on October 20, 2009 to the Tender Offer.The text of the letter is
available at www.sec.gov.

The letter outlined the following reasons the Tender Offer fails to properly
reflect the value of the OpenTV asset and why shareholders should demand a
higher price:

(1) Intrinsic value of OpenTV shares is substantially higher,

(2) Kudelski`s offer doesn`t account for synergies and foreign exchange
benefits,

(3) Kudelski has an overly negative view of OpenTV`s business,

(4) Timing of the Tender Offer is unusual and leads to information asymmetry,

(5) Kudelski faces a significant hurdle in a minority squeeze out and delisting
strategy, and

(6) Tender Offer financing provides insights into Kudelski`s ultimate plans to
acquire all of OpenTV stock within the financing limitations of its credit
facility.

Furthermore, the letter stated that Kudelski`s Tender Offer is a second attempt
in a multi-step process to acquire OpenTV on the cheap.Arcadia believes that
Kudelski`s past actions and credit facility indicate Kudelski`s commitment to
own 100% of OpenTV in the near future.

"Arcadia decided to publicly release our letter to all shareholders because we
believe that Kudelski`s Tender Offer is coercive and has created unfounded fears
about Kudelski`s ultimate plans to de-list OpenTV`s stock or not complete the
full acquisition of OpenTV in a timely manner or at a fair price,"said Arcadia`s
Managing Director Richard Rofé."We have decided to not tender our shares and
believe Kudelski faces a significant hurdle to reach the necessary shares to
effectuate a squeeze out.We believe Kudelski will ultimately return with one or
more higher offers and we will see more value over the next few months."

About Arcadia Capital Advisors: Arcadia Capital Advisors, LLC is a private
investment firm based in New York.Arcadia Capital Advisors, LLC employs a
value-oriented investment philosophy in the management of long/short equity
hedge funds.

For more information please contact:

Kelly Sinclair 

Arcadia Capital Advisors, LLC 

+1 516 466 5258 

Kelly@arcadiacap.com  

Copyright Business Wire 2009

 

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