OpenTV's Board "Remaining Neutral" on Latest Kudelski Offer

Interactive TV and advanced advertising technology provider, OpenTV, said Tuesday that its board of directors is "remaining neutral" on the Kudelski Group's recently announced unsolicited tender offer to acquire all its outstanding Class A shares not already owned by Kudelski, for $1.55 per share in cash (note: the offer, which values OpenTV at approximately $215 million, represents Kudelski's second attempt this year to gain full control of OpenTV: earlier this year, the company, which is OpenTV's largest shareholder, announced a bid that offered $1.35 for each OpenTV share and that would have valued the company at approximately $127 million). "The Board has made no determination whether the Offer is fair to and in the best interest of the holders of the Shares, and is making no recommendations regarding whether the holders of the Shares should accept the Offer and tender their Shares," OpenTV stated in a press release. "The Board urges each shareholder to make its own decision regarding the Offer based on all of the available information, including the factors considered by the Board described in OpenTV's Schedule 14D-9."

OpenTV has now filed a Schedule 14D-9 Solication/Recommendation Statement with the Securities and Exchange Commission (SEC), in response to Kudelski's latest offer, as is required by SEC rules. "Shareholders are advised to make their own decisions on whether to tender their Shares and accept the Offer based on all of the available information, including the factors considered by the Board described in OpenTV's Schedule 14D-9, filed today with the SEC," the company says. The company is also encouraging shareholders to read documents associated with Kudelski's offer that were filed with the SEC by that company on October 5th. Kudelski's offer remains in effect until November 6th.