Today Kudelski Group sent a letter to OpenTV’s shareholders in support of its effort to buy all of the remaining shares it doesn’t already own.
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, which Kudelski point out in today’s letter. The letter also urged shareholders to act before the offer expires on Nov. 6.
The letter also provided the following bulleted points in regards to its offer:
- The offer represents a 17 percent premium to the average closing price of the Class A shares of OpenTV from June 4, the day on which Kudelski withdrew its proposal to acquire the outstanding Class A shares not owned by Kudelski or its affiliates at $1.35 per share, up to and including October 2, 2009;
- A 55 premium to the closing price of the Class A shares on Feb. 26, the last trading day prior to the date of the announcement of Kudelski’s proposal to acquire the outstanding Class A shares of OpenTV not owned by Kudelski or its affiliates at $1.35 per share; and
- A premium of approximately 42 percent to the enterprise value implied by the closing price of the Class A shares on Oct. 2, 2009, the last trading day prior to the date on which the offer was commenced and a premium of approximately 190 percent to the enterprise value implied by the closing price of the Class A shares on Feb. 26, the last trading day prior to the date of the announcement of Kudelski’s proposal to acquire the outstanding Class A shares of OpenTV not owned by Kudelski or its affiliates at $1.35 per share.
The letter also said: “We firmly believe that our cash offer provides OpenTV shareholders immediate liquidity at a superior value to OpenTV’s future prospects, particularly given the Company’s current scale and R&D challenges and the significant amount of new investment required for OpenTV to remain competitive as a standalone, publicly-traded company. In addition to delivering fair value to shareholders of OpenTV, we believe the combination is also in the best interest of OpenTV’s employees, customers and partners because of Kudelski’s commitment to the sustainability of the business and Kudelski’s ability to invest in R&D and growth to ensure OpenTV has a strong future in the context of an intense, competitive environment.”
Kudelski today also announced that it had eliminated the condition to its obligation to accept shares in the tender offer relating to the receipt of sufficient proceeds under the credit facility described in its offer to purchase included as an exhibit to the Schedule TO filed with the SEC. Kudelski said it has sufficient cash and borrowings available under such credit facility to purchase all OpenTV shares subject to the tender offer and to pay all related fees and expenses.
Earlier this month, OpenTV filed a Schedule 14D-9 Solicitation/Recommendation with the Securities and Exchange Commission in regards to the unsolicited tender offer by Kudelski.
Kudelski has said the offer doesn’t require the approval or recommendation of OpenTV’s board, and it’s not subject to a financing condition.
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.