OpenTV Corp. board under investigation

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Oct 07, 2009 – An investigation on behalf of current investors of OpenTV Corp. (Public, NASDAQ:OPTV), who purchased the shares before February 26, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover were announced.

If you are currently an investor in shares of OpenTV Corp. (NASDAQ:OPTV), and purchased the shares before February 26, 2009, and / or have additional information relating to the investigation, you should contact the Shareholders Foundation, Inc. at:

Email: mail@shareholdersfoundation.com

Or call us at: +1 (858) 779 - 1554

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of OpenTV Corp. (Public, NASDAQ:OPTV) arising out of their attempt to sell OpenTV Corp. to Kudelski SA.
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 an 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 “concerns 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.

Those who you are currently investors in shares of OpenTV Corp. (NASDAQ:OPTV), and purchased the shares before February 26, 2009, and / or have additional information relating to the investigation, should contact the Shareholders Foundation, Inc. at