OpenTV to Redeem Its Outstanding Class A Ordinary Shares
24 February 2010 - 10:30PM
Business Wire
OpenTV Corp. (NASDAQ:OPTV), a leading software and technology
provider of advanced digital television solutions, announced today
that it is redeeming all of its outstanding Class A ordinary
shares, other than any such shares held by its controlling
shareholder, Kudelski SA, and two of its subsidiaries, for $1.55
per share, without interest and less applicable withholding taxes.
OpenTV intends to complete the redemption at 5:00 p.m., New York
City time, on March 26, 2010. A redemption notice/transaction
statement relating to the redemption has been mailed to all holders
of record of OpenTV Class A ordinary shares.
In connection with the redemption, shareholders of OpenTV will
be entitled to statutory dissent rights in accordance with the laws
of the British Virgin Islands. A description of those statutory
dissent rights is set forth in the redemption notice/transaction
statement.
On February 19, 2010, Kudelski SA and two of its subsidiaries,
who collectively own more than 90% of the voting power of OpenTV,
delivered written instructions directing OpenTV to redeem all of
the Class A ordinary shares that are not owned by Kudelski SA and
those subsidiaries. Under the laws of the British Virgin Islands,
the jurisdiction in which OpenTV is organized, upon the receipt of
those written instructions OpenTV is required to redeem all of the
Class A ordinary shares that are not owned by Kudelski SA and those
subsidiaries.
OpenTV also announced today that, in connection with the
redemption, it has submitted a notice to the Nasdaq Stock Market
(“NASDAQ”) of its intent to voluntarily delist its Class A ordinary
shares from The NASDAQ Global Market effective upon completion of
the redemption on March 26, 2010. OpenTV intends to file a Form 25
with the Securities and Exchange Commission (“SEC”) and NASDAQ in
order to effect the voluntary delisting of its Class A ordinary
shares.
Nothing in this press release shall constitute an offer to
purchase or a solicitation of an offer to purchase any securities
of OpenTV. OpenTV shareholders and other investors are urged to
read the Schedule 13E-3 and the redemption notice/transaction
statement, as amended, filed by OpenTV with the SEC because they
contain important information about the redemption. Copies of the
Schedule 13E-3 and the redemption notice/transaction statement, as
amended, are available at no charge on the SEC’s Web site at
http://www.sec.gov.
About OpenTV
OpenTV is one of the world’s leading providers of advanced
digital television solutions dedicated to creating and delivering
compelling viewing experiences to consumers of digital content
worldwide. OpenTV’s software has been integrated in more than 145
million devices around the world and enables advanced program
guides, video-on-demand, personal video recording, interactive and
addressable advertising and a variety of enhanced television
applications. For more information, please visit
www.opentv.com.
Cautionary Language Regarding Forward-Looking
Information
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995, including
statements regarding the redemption. These statements are based on
management's current expectations and are subject to uncertainty
and changes in circumstances. Actual results may differ materially
from these expectations, due to, among other things, delays in our
ability to complete the redemption of our Class A ordinary shares
and effect the voluntary delisting of our Class A ordinary shares
from The NASDAQ Global Market due to potential regulatory,
litigation or other issues. All forward-looking statements are
expressly qualified in their entirety by the cautionary statements
in this paragraph. For a further discussion of the risks and
uncertainties relevant to OpenTV, please refer to OpenTV’s periodic
reports and registration statements filed with the SEC, which can
be obtained online at the SEC’s web site at http://www.sec.gov.
Readers should consider the information contained in this release
together with other publicly available information about OpenTV for
a more informed overview of OpenTV. We disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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