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Kudelski Wants Its OpenTV

Jeff Baumgartner

Kudelski Group wants to buy the chunk of OpenTV Corp. (Nasdaq: OPTV), a provider of set-top box middleware and interactive advertising systems, it doesn't already own, the Swiss security giant announced today.

Buried in its 2008 financial results, Kudelski revealed it has submitted a non-binding deal to acquire the outstanding Class A ordinary shares of OpenTV at $1.35 per share, with a total of $127 million to be paid to non-Kudelski shareholders.(See Kudelski Reports 2008.)

Initially, the bid represented a 35 percent premium on OpenTV's closing price on Thursday. OpenTV shares were up 23 cents (22.92%), to $1.23 each in early trading Friday.

OpenTV says its board of directors will meet to consider the bid, but declined further comment. Kudelski says it hopes to "reach a definitive agreement as soon as practical," noting that it has no intention of disposing of its controlling stake in OpenTV "under any scenario."

Kudelski's interest in OpenTV doesn't come as a huge surprise. It assumed voting control of the company in January 2007 from Liberty Media Corp. (NYSE: LMC), and has already incorporated OpenTV's tech and software into a broad set of video deals. Kudelski's latest move completes the commitment, emerging just after OpenTV posted its first-ever profitable year. (See Kudelski Buys OpenTV Stock and OpenTV Closes 2008.)

Although OpenTV's software is in 121 million digital boxes and televisions worldwide, its efforts in the U.S. cable market have been hit or miss.

It played a key role in Comcast Corp. (Nasdaq: CMCSA, CMCSK)'s interactive advertising trial in Huntsville, Ala., and recently hired former Comcast Spotlight exec Paul Woidke. (See Woidke Heads to OpenTV .)

It's also one of the vendors interested in supplying tech for Canoe Ventures LLC , the cross-MSO advanced advertising joint venture. (See Canoe Ventures: What It Is, What It Ain't , Clearwire & Canoe , and Canoe Paddles Out to the Web .)

It almost scored some business with Time Warner Cable Inc. (NYSE: TWC). At one point, OpenTV was set to supply middleware for the MSO's limited Motorola Inc. (NYSE: MOT)-based set-top footprint. That project was placed on "indefinite hold" when TWC's Houston system, by far the MSO's largest Motorola property, became part of the Comcast empire following a systems exchange deal between the two operators. (See OpenTV, TWC Freeze Middleware Deal.)

— Jeff Baumgartner, Site Editor, Cable Digital News

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12/5/2012 | 4:10:39 PM
re: Kudelski Wants Its OpenTV
Recs: 1 Disgusted to every single bone
"Do they really want to finance 127 million in current market environment? They also indicate that they will keep the stake. I don't think they have any intention of selling.....They should just keep it in the US market and continue with a small share repurchase and keep pushing forward. It will prove more difficult for US cable to ink deals with a foreign owned company.... (just my humble opinion) This is a bad idea in current market environment...."

Ofcourse those Kudelski fuckers are serious..first they made sure the price got MANIPULATED DOWN towards $1 after OPTV posted strong results and a very decent outlook to be able to make a 35% premium bid. They planned the bid in this moment making use of manipulation and the general market situation knowing perfectly well OPTV will really start contributing to their bottom line in the years ahead since the company is sustainable profitable now and when Canoe gets going and targetized advertising kicks in OPTV could well become a cash cow in the years to come and why share those profits with long term shareholders right? And considering financing..they dont need 127 million in cash..they only need 24 million cause they get 103 million back from OPTV itself..all the cash goes to KUD itself if the bid is successful which it no doubt will be.

And what the hell does this utter CRAP below mean?

"We believe that our offer is fair to and in the best interest of OpenTV and its public shareholders. Even though a change of control premium would not be appropriate, as this transaction would not constitute a change of control, our proposal nevertheless represents:

G«ů a 35% premium to OpenTVG«÷s closing share price of US$1.00 on February 26, 2009, implying a 135% premium to OpenTVG«÷s enterprise value as of February 26, 2009;

G«ů a 27% premium to OpenTVG«÷s average closing share price of US$1.06 for the ten trading days ending February 26, 2009, implying a 90% premium to OpenTVG«÷s enterprise value based on the average closing share price for the ten trading days ending February 26, 2009; and

G«ů a +5% cumulative return to OpenTVG«÷s shareholders over the last twelve months (based on OpenTVG«÷s closing share price of US$1.28 on February 26, 2008) compared to a -41% return for the NASDAQ Composite Index over the same time period."

They want us to believe that "OpenTV's enterprise value" (whatever the hell that may be) is 57 cents? While OpenTVs cash alone has a value far above that price meaning they are implying a NEGATIVE value for this PROFITABLE company with all its IP, revenue and customers?

And funny how they mention the last 10 trading days in that letter while OPTV had a stock closing price of $1.35 as short ago as Feb 3 while the only thing that changed from that date up till now where strong 2008 results and a nice outlook. Makes sense doesn't it!

Also very funny they mentioned a 41% outperformance of OpenTV compared to the NASDAQ last twelve months while compared to the $20 IPO price of $1.35 in March 2000 means a whopping 93% investment loss (while the nasdaq did about -50% in that same period from then to now). And compared to OPTV's ATH of around $250 (partly achieved by criminal "laddering" the stock) billions of shareholder value were vaporized.

And they want us to believe shareholders should be happy? Yet another "milestone"?

So bottom line: After 9 years of waiting long term shareholders who bought at ridiculously higher prices (this piece of shit IPO-ed for $20) were allowed to carry the burden of being invested in a loss making company all this time and now that OpenTV turns profitable they get screwed one last final time by getting an offer price close to OpenTV's ATL. And then i'm not even mentioning the additional dollar loss European investors have made through all these years.

Well how's that for some serious ass fucking! Hooray for capitalism and Virgin Islands and SEC rules which laugh at the minority shareholder since this is all legitimate.

I would like to see them all in jail but I guess I can forget about that. I do hope this deal wont go through cause institutions and longterm investors will refuse because of this spit in their face but i'm afraid..very afraid it will happen as wittingly planned.


In response to msg 12598 by h22jdh
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