Kudelski commences tender offer to buy OpenTV

dodano: 2009-10-19 16:26 | aktualizacja: 2009-10-19 16:28
autor: Anita Dąbek | źródło: Kudelski

The Kudelski Group announced that its wholly owned subsidiary, Kudelski Interactive Cayman, Ltd., has commenced a tender offer to acquire all outstanding Class A shares of OpenTV Corp. not owned by Kudelski or its subsidiaries for US$1.55 per share in cash. Kudelski’s offer is not conditioned on a minimum number of Class A shares being tendered.

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The offer price provides a meaningful premium to recent trading values of the Class A shares and represents:

    * a 17% premium to the closing price of the Class A shares of $1.33 on October 2, 2009, the last trading day prior to the date on which the offer was commenced;
    * a 17% premium to the average closing price of the Class A shares from June 4, 2009, the day on which Kudelski withdrew its proposal to acquire the outstanding Class A shares of OpenTV 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 February 26, 2009, 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% to the enterprise value implied by the closing price of the Class A shares on October 2, 2009, the last trading day prior to the date on which the offer was commenced and a premium of approximately 190% to the enterprise value implied by the closing price of the Class A shares on February 26, 2009, 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.

Kudelski said its all cash offer provides OpenTV shareholders immediate liquidity at a superior value to OpenTV’s future prospects, particularly given OpenTV’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, Kudelski believes the combination is 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 intensely competitive environment.

The tender offer and withdrawal rights are scheduled to expire at 5:00 pm New York City time on Friday, November 6, 2009, unless extended. Kudelski and its subsidiaries currently own approximately 13.4% of OpenTV’s outstanding Class A shares and 100% of OpenTV’s outstanding Class B shares, which together represent approximately 32.3% of the total outstanding shares of OpenTV and 77.2% of the voting power of OpenTV’s shares. Kudelski plans to finance the transaction through a credit facility, as well as from available cash held by Kudelski and its subsidiaries. The commencement and consummation of the tender offer does not require the approval or recommendation of the OpenTV board, and Kudelski has not asked the OpenTV board to approve the tender offer.

Credit Suisse is acting as financial advisor to Kudelski for the tender offer, and Cooley Godward Kronish LLP is acting as legal counsel to Kudelski in connection with the tender offer.

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