Following up on OpenTV’s decision to reject the Kudelski Group’s bid for the remaining stock that it doesn’t own in OpenTV, the Kudelski Group said today that it was withdrawing its buyout bid.

Earlier this week, a special committee of OpenTV’s board of directors announced that it had rejected the unsolicited proposal by Kudelski to acquire all of the outstanding shares of OpenTV’s Class A stock (story here).

Today, Kudelski Group said it was not only withdrawing its offer of $1.35 per share for stock that wasn’t already owned by Kudelski or its affiliates, which it proposed in February, but was also terminating discussions with OpenTV’s special committee.

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.”

Kudelski countered today by saying “that OpenTV faces serious strategic challenges, which, if not addressed, will materially affect its revenues and margins. Kudelski believes these challenges were significantly underestimated by the special committee.”

Kudelski said it was vital for the long-term development of OpenTV’s business to significantly ramp up its investment, even at the expense of its short-term profitability.

Kudelski also said the special committee was overly optimistic and unrealistic on OpenTV’s future business prospects and its business as a whole. Kudelski said past attempts to express its concerns to OpenTV have fallen on deaf ears and that it “has now no alternative moving forward except to act aggressively to mitigate these risks, under all circumstances.”

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