Yesterday, a special committee of OpenTV’s board of directors announced that it had rejected the unsolicited proposal by Kudelski SA to acquire all of the outstanding shares of OpenTV’s Class A stock.

In February, Kudelski offered OpenTV $1.35 per share for stock that wasn’t already owned by Kudelski or its affiliates (story here). OpenTV said the offer was inadequate and not in the best interests of the company and its stockholders. The special committee reached its “conclusion after careful consideration, including a thorough review of OpenTV’s business and prospects, and other factors, with its independent financial advisor, UBS Securities LLC.”

In January 2007, Kudelski Group closed a deal to acquire a controlling interest in OpenTV (story here).

Kudelski Group provides digital security and convergent media offerings for the delivery of digital and interactive content.

Nagravision, a Kudelski Group company, is a supplier of open conditional access systems (CASs), digital rights management (DRM) and integrated on-demand solutions for content providers and digital TV operators over broadcast, broadband and mobile platforms.

OpenTV's primary focus is set-top middleware and applications, including advanced advertising offerings.