UPDATE 11/23/2009 - According to a press release from November 18, 2009 the deal case in connection with the takeover of Open TV by Kudelski is about to be settled. According to the press release as disclosed in Amendment No. 3 to the Tender Offer Statement of Kudelski Interactive Cayman, Ltd. and Kudelski SA, which was filed with the Securities and Exchange Commission (“SEC”) on October 30, 2009, defendants (together, “Kudelski”) and plaintiff in the class action titled Foley v. Kudelski SA, et al., No. C09-04896, which is pending in federal court in San Francisco, entered into a memorandum of understanding on October 29, 2009, settling the action in principal. Under the terms of the memorandum of understanding, among other things:
• Kudelski will not seek to have OpenTV delisted from the NASDAQ Global Market for at least six months after the expiration of the tender offer that was commenced by Kudelski on October 5, 2009 (the “transaction”) unless Kudelski effectuates a redemption as specified below.

• If at the expiration of the transaction, Kudelski has obtained 90% or more of the Class A shares of OpenTV eligible to tender, Kudelski will, forthwith, cause OpenTV to redeem the remaining OpenTV Class A shares at the same price per share as paid to those who tendered their Class A shares in the transaction; and

• If at the expiration of the transaction, Kudelski has obtained 90% or more of the voting power of OpenTV, and if Kudelski chooses to cause OpenTV to redeem the remaining OpenTV Class A shares within eighteen months of the expiration of the transaction, Kudelski will cause OpenTV to redeem the remaining shares at least at the same price per share as paid to those who tendered their shares in the transaction.

As disclosed by Kudelski in their press release dated November 13, 2009, as of November 12, 2009, OpenTV shareholders had tendered approximately 56.3 million OpenTV shares of the approximately 93.5 million of the OpenTV shares not already owned by Kudelski, or approximately 60% of those shares. Upon acquisition of these shares, Kudelski will own approximately 91% of the voting rights in OpenTV. Based on these figures, as of November 12, 2009, approximately 37 million OpenTV shares not owned by Kudelski remained outstanding. Should Kudelski acquire, prior to expiration of the Tender Offer, 90% or more of the Class A shares of OpenTV that were not already owned by them prior to the transaction, as many as approximately 9.3 million shares would then be outstanding and, under the terms of the memorandum of understanding, Kudelski would cause those remaining shares to be redeemed at the same price per share as paid to those who tendered their shares in the transaction.

The memorandum of understanding also provides that Kudelski would disclose that they do not intend to take any actions to transform OpenTV into a passive foreign investment company and that they would include certain additional disclosures in an amendment to their Schedule TO, including, among other things, detailed information concerning financial analyses that were performed for Kudelski by Credit Suisse concerning the value of OpenTV. These analyses include, among other things, a comparison of multiples for selected broadcasting solution vendors with multiples for OpenTV implied by the $1.55 per share offer price. This information was disclosed in Amendment No. 3 to the Schedule TO, which was filed with the SEC on October 30, 2009, and is available at www.sec.gov.

10/14/2009 - OpenTV Corp. (Public, NASDAQ:OPTV) investor filed a lawsuit on behalf current OPTV investors

The first angry investor in Open TV shares has filed a lawsuit on behalf of current investors of OpenTV Corp. (Public, NASDAQ:OPTV), who purchased the shares before February 26, 2009, over alleged breaches of fiduciary duty in connection with an alleged grossly inadequate, unfair, and coercive takeover offer. Many many more OPTV investors disagree also with the offer.

According to the complaint the plaintiff alleges breaches of fiduciary duty arising out of attempt to takeover OpenTV Corp. Named defendants are Kudelski SA, Kudelski Interactive Cayman, Ltd and André Kudelski. The plaintiff alleges that the officer is coercive and grossly inadequate and that defendants breached the fiduciary duty.

On  February 26, 2009 Kudelski SA proposal to acquire all of the Class A ordinary shares of OpenTV Corp. not currently owned by Kudelski or its affiliates. On March 04, 2009 OpenTV announced that a special committee was established to review the proposal. On June 02, 2009 Open TV announced that its Special Committee of the Board of Directors has rejected the unsolicited proposal by Kudelski SA to acquire all outstanding shares of OpenTV Class A ordinary stock not owned by Kudelski or its affiliates for $1.35 per share as inadequate and not in the best interests of the Company and its stockholders. Then on October 05, 2009 the Kudelski Group announced that its wholly owned subsidiary, Kudelski Interactive Cayman, Ltd., has commenced a tender offer to acquire all outstanding Class A shares of OpenTV Corp. not owned by Kudelski or its subsidiaries for $1.55 per share in cash. The Kudelski Group announced that Kudelski and its subsidiaries currently own approximately 13.4% of OpenTV Corp.'s outstanding Class A shares and 100% of OpenTV Corp.'s outstanding Class B shares, which together represent approximately 32.3% of the total outstanding shares of OpenTV Corp. and 77.2% of the voting power of OpenTV Corp.'s shares.

According to a previous investigation by a law firm “the transaction appears to be unfair” to current investors of OpenTV Corp. (NASDAQ:OPTV) because the “offer to acquire OpenTV Corp. (NASDAQ:OPTV) Class A ordinary stock at $1.55 per share appears opportunistically timed to take advantage of the current economic downturn”. The investigation concerned “ whether the consideration to be paid to OPTV shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of OPTV” and “whether the directors of OPTV may have breached their fiduciary duties by not acting in OPTV shareholders' best interests in connection with the sale process of OPTV”.

OpenTV Corp., located in San Francisco, California, is a provider of software solutions for digital and interactive television. The Company’s software enables cable, satellite, telecommunications, and digital terrestrial operators, referred to as network operators. It sells its software solutions principally to network operators and manufacturers of digital set-top boxes and also sells related software solutions to broadcasters, programmers and advertisers. OpenTV Corp. reported in 2007 Total Revenue of $109.98million and in 2008 Total Revenue of $116.47million with a Net Income of $9.61million. Shares of OpenTv Corp. (NASDAQ: OPTV) traded at $1.59 per share after the announcement and at about $1.42 just days before the announcement. OPTV shares were down from a 52weekHigh of $1.83 per share, $1.97 per share in August 2009, $2.83 per share in 2007, and $3.86 per share in 2006.