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Kudelski’s battle for OpenTV heats up

In the latest twist in its long-running battle to acquire the shares in OpenTV that it does not already own, Switzerland-based conditional access giant Kudelski has encouraged OpenTV’s shareholders to disregard a letter sent by investment firm Arcadia Capital Advisers that it says contains inaccurate and misleading statements.

Describing Arcadia, which calls on OpenTV shareholders to reject Kudelski’s offer, as “a short-term opportunistic shareholder”, Kudelski has reiterated that the interactive TV technology specialist faces significant competitive challenges (which it claims Arcadia ignores).  Kudelski has said that it will use its majority position on the OpenTV board to push through a three-year investment plan costing between US$100-150m (€68-102m) even if its offer is rejected. The latest twist follows the sale of shares in OpenTV held by Discovery Group, which had opposed Kudelski’s earlier offer.

Kudelski has offered US$1.55 per share, giving OpenTV a value of at least US$215m. Last week Kudelski issued an open letter to OpenTV shareholders encouraging them to act on its offer before its November 6 expiration date. The conditional access giant also said it had eliminated a condition to its obligation to accept shares in the tender offer relating to the receipt of sufficient proceeds under a credit facility, saying it had sufficient cash and borrowings available to purchase all OpenTV shares and to pay all related fees and expenses.