Kudelski Raises Offer For OpenTV To $215M

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Switzerland's Kudelski Group has launched another attempt to take over OpenTV, an interactive TV and set-top middleware developer, this time offering about $215 million - compared with its previous offer of $127 million.

On Monday, Kudelski announced it will offer $1.55 per share in cash for the shares of OpenTV it does not currently own. Kudelski and its subsidiaries currently hold 32.3% of OpenTV's total outstanding shares and control 77.2% of the voting power.

OpenTV's share price jumped 16% in Monday morning trading, to about $1.54 at noon, up from the previous closing price of $1.33 per share.

Kudelski, whose holdings include conditional-access vendor Nagravision, in February extended an offer to acquire the shares of OpenTV it didn't own for $1.35 per share. OpenTV's board of directors rejected the proposal as "inadequate," and Kudelski withdrew its offer.

In a statement, Kudelski said the latest 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."

Kudelski had previously claimed that "several key customers and major shareholders" of OpenTV supported the "full integration" of OpenTV and Nagravision. The company launched the latest takeover bid through a subsidiary, Kudelski Interactive Cayman Ltd. Credit Suisse is acting as financial advisor to Kudelski for the tender offer, and Cooley Godward Kronish LLP is acting as legal counsel.

OpenTV's platform software has been deployed in more than 127 million digital set-top-boxes and TVs worldwide. Customers of the San Francisco-based company include Time Warner Cable, Comcast Spotlight, Dish Network, Charter Communications, NBC Universal and Suddenlink Communications.

In October 2006, John Malone's Liberty Group sold control of OpenTV to Kudelski for about $132 million.

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