About four months after set-top box software specialist OpenTV Corp. (Nasdaq: OPTV) rejected Kudelski's original offer of $1.35 for the outstanding Class A ordinary shares it didn't already own, a subsidiary of the Swiss firm, Kudelski Interactive Cayman Ltd., sweetened the pot Monday, offering 20 cents more per share, or a total of about $154 million. (See OpenTV Rejects Kudelski Bid, Kudelski Withdraws OpenTV Offer, and Kudelski Makes Offer for OpenTV.)
Kudelski said the latest, greatest offer represented a 17 percent premium on the closing price of OpenTV Class A shares of $1.33 on Oct. 2, 2009, and a 55 percent premium versus the closing price of OpenTV shares on Feb. 26, 2009.
So… what they're trying to say is that the offer is a nice lift over the original offer made in February, which OpenTV called "inadequate and not in the best interests of the Company and its stockholders." (See Kudelski Wants Its OpenTV .)
Predictably, OpenTV shares have shot up since Monday's offer, trading at $1.58 at last check Tuesday.
OpenTV didn't openly jump for joy about the new offer, but it appears to be a bit more receptive to it, telling shareholders they might want to spend some quality time at the Securities and Exchange Commission (SEC) Website in the coming weeks.
"We would urge all of our shareholders to review and consider carefully any tender offer documents that Kudelski files with the SEC as well as any other documents that are filed with the SEC from time to time regarding OpenTV," OpenTV said in a statement, noting it had no role in Kudelski's offer announcement.
Kudelski's cash offer and withdrawal rights are set to expire at 5 p.m. Eastern Time on Friday, Nov. 6, 2009. It's holding that the new offer gives OpenTV shareholders "immediate liquidity at a superior value to OpenTV's future prospects," calling out OpenTV's current "R&D challenges and the significant amount of new investment required for OpenTV to remain competitive as a standalone, publicly-traded company."
That all might sound eerily familiar. It's almost the same messaging Kudelski put forth in June when it withdrew its offer, but hinted that it might come back with more ammo. (See Kudelski Walks Away… Sort Of.)
This time around, Kudelski has also launched a Website, OpenTVValue.com, so it can state its case in one tidy area.
— Jeff Baumgartner, Site Editor, Cable Digital News
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