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OpenTV files with SEC over Kudelski deal

Fri, 01/15/2010 - 7:30am
Mike Robuck

OpenTV has filed a Schedule 13E-3 transition statement and a related preliminary redemption notice/transaction statement with the Securities and Exchange Commission relating to the proposed sale of its Class A ordinary shares that aren’t already owned by its controlling shareholder, Kudelski SA, and its affiliates.

Last Friday, Kudelski and some of its affiliates, who collectively own more than 90 percent of the voting power of OpenTV, notified the company of their intent to give written instructions directing OpenTV to redeem all of the Class A ordinary shares that are not owned by Kudelski and its affiliates, which is permitted under the laws of the British Virgin Islands, where OpenTV is incorporated.

Kudelski said it anticipated delivering definitive written instructions directing OpenTV to effect the redemption at such time as the SEC has completed its review of the preliminary redemption notice/transaction statement filed by OpenTV.

Kudelski also indicated that it expects that the definitive written instructions will include a recommendation that OpenTV redeem the Class A ordinary shares for $1.55 per share.

The deal is subject to the SEC’s review of the Schedule 13E-3 and the preliminary redemption notice/transaction statement, as well as Kudelski’s delivery of definitive written instructions directing OpenTV to redeem its Class A ordinary shares.

Upon receipt of definitive written instructions from Kudelski, the board of directors of OpenTV will, as required by the laws of the British Virgin Islands, distribute a definitive redemption notice/transaction statement to its shareholders that sets forth the redemption date and the redemption price.

On Oct. 5, Kudelski made an all-cash tender offer of $1.55 per share to OpenTV shareholders for the 94 million outstanding shares that Kudelski doesn’t already own. The offer represented a 17 percent increase over OpenTV’s closing price of $1.33 on Oct. 2.

Kudelski currently owns 13.4 percent of OpenTV’s Class A shares. In February, it attempted to buy the remaining shares for $1.35 per share, but Kudelski ended up pulling its bid in June after a committee set up by OpenTV’s board rejected the offer.

OpenTV said its board of directors wasn’t expressing an opinion on whether shareholders should accept Kudelski’s offer.

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