Kudelski Group Successfully Completes Tender Offer For OpenTV With 60% Of Class A Shares Not Owned By Kudelski Tendered
13 Novembre 2009 - 7:00AM
Business Wire
The Kudelski Group (SIX: KUD.VX) announced today that it has
successfully completed its tender offer to acquire Class A shares
of OpenTV Corp. (NASDAQ: OPTV) not already owned by Kudelski or its
subsidiaries for US$1.55 per share. The offer expired at 11:00 p.m.
New York City time on November 12, 2009.
As of the expiration of the tender offer, shareholders of OpenTV
had tendered approximately 56,382,588 Class A shares of OpenTV
(including 8,277,113 shares subject to guaranteed delivery
procedures), representing approximately 60% of the OpenTV Class A
shares not already owned by Kudelski or its subsidiaries. Pursuant
to the terms of the tender offer, shares that were validly tendered
and not validly withdrawn have been accepted for payment. Upon the
acquisition of those shares validly tendered and not withdrawn,
Kudelski will own approximately 91% of the voting rights in
OpenTV.
Kudelski also announced today that it is providing and has
commenced a subsequent offering period to acquire all of the
remaining outstanding Class A shares. The subsequent offering
period will expire at 5:00pm, New York City time, on Friday,
November 20, 2009, unless extended as described in the offer to
purchase filed with the SEC. 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. Any
Class A shares that are validly tendered during the subsequent
offering period will be immediately accepted for payment. Shares
tendered during the subsequent offering period cannot be tendered
by guaranteed delivery and may not be withdrawn.
The subsequent offering period provides all shareholders a final
opportunity to receive immediate and certain liquidity at a value
that exceeds the value that Kudelski believes OpenTV could deliver
as a standalone public company. Kudelski urges all OpenTV
shareholders to consider the following key facts regarding the
tender offer:
- OpenTV shareholders who do not
tender risk holding an illiquid stock;
- Kudelski will seek to delist
OpenTV from the NASDAQ, deregister the shares with the Securities
and Exchange Commission and suspend public reporting obligations at
the appropriate time;
- Kudelski has no obligation to
redeem shares that are not tendered, unless 90% of all shares not
owned by Kudelski are tendered;
- OpenTV’s recent profitability is
not sustainable with 60% of revenues at risk;
- There can be no assurance that
shareholders will have the opportunity to sell their shares in the
future at the tender offer price; and
- Following the withdrawal of
Kudelski’s initial proposal to acquire the Class A shares in June
2009, the price of OpenTV’s shares dropped significantly, closing
down 20% in the first day of trading after the withdrawal.
For additional information, 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, 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.
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