Kudelski Group Pleased with Overwhelming Support for OpenTV Tender Offer
23 Novembro 2009 - 4:00AM
Business Wire
The Kudelski Group (SIX: KUD.VX) today announced the final
extension of the previously announced subsequent offering period of
its tender offer to acquire all outstanding Class A shares of
OpenTV Corp. (NASDAQ: OPTV) not already owned by Kudelski or its
subsidiaries for US$1.55 per share in cash to 12:00 midnight, New
York City time, on Wednesday, November 25, 2009 (which is the end
of the day on November 25, 2009). The subsequent offering period
was previously set to expire at 5:00 p.m., New York City time, on
Friday, November 20, 2009.
Last opportunity to tender
Kudelski is pleased with the overwhelming support for the
transaction with approximately 76,298,095 million shares tendered
to date, representing approximately 82% of the OpenTV Class A
shares not owned by Kudelski or its subsidiaries prior to
commencement of the tender offer. Kudelski is extending the
subsequent offering period to provide shareholders who have not yet
tendered a final opportunity to do so and to receive promptly the
same purchase price of US$1.55 per share, net to the seller in
cash, without interest and less applicable withholding taxes, paid
for shares tendered in the initial offering period. There is no
guarantee that shareholders who have not yet tendered may be able
to sell their shares at the tender offer price after the extended
subsequent offering period expires.
Any Class A shares that are validly tendered during the
extension of the subsequent offering period will be immediately
accepted for payment. Shares tendered during the extension of the
subsequent offering period cannot be tendered by guaranteed
delivery and may not be withdrawn.
96% of the voting rights
Including those shares tendered in the initial offering period,
as of 5:00 p.m., New York City time, on Friday, November 20, 2009,
shareholders of OpenTV had tendered approximately 76,298,095 Class
A shares of OpenTV. Upon the acquisition of those shares, Kudelski
will own approximately 96% of the voting rights in OpenTV. Kudelski
has accepted for payment all shares validly tendered in the offer,
including those shares validly tendered in the subsequent offering
period to date.
For additional information on the tender offer, please visit
www.opentvvalue.com.
About The Kudelski Group
The Kudelski Group (SIX: KUD.VX) is a world leader in digital
security and convergent media solutions for the delivery of digital
and interactive content. Its technologies are used in a wide range
of services and applications requiring access control and rights
management to secure the revenue of content owners and service
providers for digital television and interactive applications
across broadcast, broadband and mobile delivery networks. The
Kudelski Group is also a world technology leader in the area of
access control and management of people or vehicles to sites and
events. It additionally offers professional recorders and high-end
Hi-Fi products. The Kudelski Group is headquartered in
Cheseaux-sur-Lausanne, Switzerland. Please visit www.nagra.com for
more information.
IMPORTANT INFORMATION
This communication does not constitute an offer to buy or a
solicitation of an offer to sell any securities. The tender offer
was made by Kudelski Interactive Cayman, Ltd., a subsidiary of
Kudelski SA, pursuant to a Tender Offer Statement and Rule 13e-3
Transaction Statement on Schedule TO filed by Kudelski SA and
Kudelski Interactive Cayman, Ltd. with the SEC. OpenTV shareholders
considering tendering their shares in the subsequent offering
period are urged to read carefully in their entirety the Schedule
TO and all amendments thereto, the exhibits filed therewith
(including the offer to purchase and letter of transmittal) and
other documents filed with the SEC. OpenTV shareholders can obtain
copies of all materials filed by Kudelski SA with the SEC free of
charge at the SEC’s website, www.sec.gov, or by calling MacKenzie
Partners, Inc., the Information Agent for the tender offer,
toll-free at 800-322-2885. Shareholders can also access these and
other materials related to the tender offer at www.opentvvalue.com.
This communication contains forward-looking statements that
involve certain risks and uncertainties that are difficult to
predict. These statements are based on current expectations of
Kudelski and its affiliates and currently available information.
They are not guarantees of future performance and are based upon
assumptions as to future events that may not prove to be
accurate.
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