The Kudelski Group announced today that it has successfully completed its tender offer to buy the Class A shares of OpenTV that it, or its subsidiaries, didn’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 didn’t already own. The offer represented a 17 percent increase over OpenTV’s closing price of $1.33 on Oct. 2.
At the start of this month, Kudelski extended its offer from Nov. 6 to Nov. 12. When the offer expired yesterday, Kudelski said OpenTV shareholders had tendered approximately 56,382,588 Class A shares – including 8,277,113 shares subject to guaranteed delivery procedures – representing approximately 60 percent of the Class A shares not already owned by Kudelski or its subsidiaries.
Upon the acquisition of those shares validly tendered and not withdrawn, Kudelski will own approximately 91 percent of the voting rights in OpenTV.
In February, Kudelski attempted to buy the remaining shares for $1.35 per share, but ended up pulling its bid in June  after a committee set up by OpenTV’s board rejected the offer.
Kudelski also announced today that it is providing, and has started, a subsequent offering period to acquire all of the remaining outstanding Class A shares, which will expire at 5 p.m. EST on Nov. 20 unless extended as described in the offer to purchase filed with the SEC.
During the 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 $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, according to Kudelski. 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 Shares tendered during the subsequent offering period cannot be tendered by guaranteed delivery and may not be withdrawn.
Kudelski said the new offering period provides all shareholders a final opportunity to receive immediate and certain liquidity at a value that exceeds the value that it believes OpenTV could deliver as a standalone public company. OpenTV shareholders who do not tender risk holding an illiquid stock, and Kudelski said it would seek to de-list OpenTV from the Nasdaq.
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