Kudelski's Tender Offer Nets It 60% of Class A OpenTV Shares It Does Not Already Own

The Kudelski Group announced Friday that it has successfully completed its tender offer to acquire the Class A shares of interactive TV middleware and advanced advertising technology provider, OpenTV, that it does not already own for $1.55. According to the company, when its tender offer expired on November 12th, OpenTV shareholders had tendered approximately 56,382,588 shares (including 8,277,113 shares subject to guaranteed delivery procedures), representing approximately 60% of the Class A shares not already owned by Kudelski. "Upon the acquisition of those shares validly tendered and not withdrawn," Kudelski says, it will own approximately 91% of the voting rights in OpenTV.

Kudelski also announced Friday that it has begun a subsequent offering period to acquire all remaining OpenTV Class A shares. According to the company, the offering period will expire at 5:00PM Eastern, November 20th, unless extended. "During the subsequent offering period, holders of OpenTV Class A shares that were not previously tendered in the offer may tender their shares in exchange for the same purchase price of US$1.55 per share, net to the seller in cash, without interest and less applicable withholding taxes, that will be paid for shares tendered in the initial offering period," the company said. Kudelski--which says that it will now seek to delist OpenTV from NASDAQ, deregister its shares with the SEC and suspend OpenTV's public reporting obligations "at the appropriate time"--is warning shareholders who continue to refuse to part with their shares that they "risk holding an illiquid stock" and that "Kudelski has no obligation to redeem shares that are not tendered, unless 90% of all shares not owned by Kudelski are tendered."