News

OpenTV to Buy ACTV and Wink

9/26/2002 5:01 AM Eastern

It appears that Liberty Digital Inc.'s newly acquired
interactive-television assets will be melding together under OpenTV Corp.'s
roof.

Under a complex pair of transactions announced Thursday, OpenTV is acquiring
interactive-software provider ACTV Inc. and Wink Communications Inc.

Liberty Broadband Interactive Television Inc. had agreed to buy ACTV in
April, but the two companies recently announced that they were amending the
purchase agreement to lower the price tag.

Now, OpenTV -- in which the Liberty subsidiary holds a controlling interest
-- is agreeing to buy ACTV in a stock-for-stock merger, subject to shareholder
and regulatory approval.

Each ACTV common-stock share would be exchanged for a fraction of an OpenTV
class-A ordinary share approximately equal to $1.65, depending on the average
market price of shares.

ACTV will have the right to terminate the merger if OpenTV's share price
drops below 80 cents and the OpenTV board does not further adjust the stock
ratio, under the agreement.

On Thursday, OpenTV stock dropped 10% to $1.32; ACTV fell 20% to 82 cents;
and Liberty dipped 2% to $7.54.

In a separate deal, OpenTV will buy interactive-advertising provider Wink,
which LBIT acquired in August. OpenTV will pay approximately $101 million in
cash to LBIT, roughly equal to the price LBIT paid for Wink.

That transaction has been approved by the OpenTV board, and it does not
require any further regulatory or stockholder approval.

The upshot of the two transactions will pool all
of Liberty's interactive-TV properties under OpenTV.

With ACTV and Wink, OpenTV will have about $160 million in cash, no debt and
a global customer base of more than 35 million homes using its interactive TV
products or services.

'Integrating these technologies with OpenTV's middleware business and
international distribution should enable us to offer a much broader array of
products and services to the global pay television industry,' OpenTV chairman
and CEO Peter Boylan III said in a release.

'We remain fully committed to offering cable and
satellite operators around the world state-of-the-art iTV solutions on mutually
beneficial terms, and this series of transactions moves us one step closer to
delivering on this promise,' Boylan added.

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