Kudelski fires back at 'opportunistic' OpenTV shareholder Arcadia

By Lisa Kerner

Charlotte, N.C., Nov. 2 - Kudelski SA urged OpenTV Corp. shareholders to disregard "inaccurate and misleading statements" made last week by investor Arcadia Capital Advisors, LLC regarding Kudelski's bid for OpenTV.

Arcadia, in a letter to OpenTV shareholders last week, called Kudelski's offer "coercive" and said shareholders should demand a higher offer price because the intrinsic value of OpenTV shares is substantially higher.

Kudelski called Arcadia a "short-term opportunistic shareholder."

"Arcadia's rhetoric clearly ignores the competitive challenges OpenTV is facing and the business fundamentals of the company," a Kudelski news release said.

According to Kudelski, while its offer is "compelling and open to all shareholders," it "will not overpay for an asset it has controlled since 2007 and whose value is at significant risk."

Kudelski said that material investments are needed to ensure OpenTV's viability and that if OpenTV were to remain independent, it would push for the company to spend $100 million to $150 million over three years to develop new technology as well as for acquisitions and other strategic initiatives "to ensure OpenTV a legitimate opportunity for viability as a standalone entity."

Kudelski's $1.55-per-share tender offer for OpenTV ends Friday.

As previously reported, OpenTV's board of directors said it is remaining neutral on Kudelski's offer.

Earlier in the year, OpenTV's board rejected Kudelski's $1.35-per-share bid to buy the company.

OpenTV's software enables cable, satellite, telecommunications and digital terrestrial operators to offer enhanced television experiences to their viewers. The company is based in San Francisco.

Kudelski is based in Cheseaux, Switzerland, and provides digital security and convergent media solutions for the delivery of digital and interactive content.

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