If you held Class A common stock of OpenTV Corp. during the period from and including October 5, 2009, through and including November 25, 2009, your rights could be affected by a class action settlement.
A class action settlement has been reached in a class action lawsuit pending in the United States District Court for the Northern District of California on behalf of shareholders of OpenTV Corp. (“OpenTV”) and against Kudelski Interactive Cayman, Ltd. (“KIC”) and others (collectively “Defendants” (styled In re OpenTV Shareholder Litigation (the “OpenTV Shareholder Litigation” ), Master Case No. C-09-04896) alleging, among other things, that on October 5, 2009, Kudelski SA’s wholly owned subsidiary Kudelski Interactive Cayman, Ltd. (“KIC”) commenced a tender offer to acquire any or all of the outstanding Class A shares of OpenTV Corp. (“OpenTV”), for $1.55 per share and that Kudelski Interactive filed a a Schedule TO with the SEC, containing its Offer to Purchase for Cash all Outstanding Class A Ordinary Shares of OpenTV Corp., but that the tender offer transaction allegedly contained certain coercive elements and that the information contained in the Schedule TO was allegedly inadequate, according to the OpenTV Kudelski securities class action settlement notice.
The OpenTV Kudelski securities class action settlement, if approved, reportedly provides for the following settlement benefits:
- KIC agreed that unless the Kudelski Group caused OpenTV to redeem all OpenTV Class A shares, Defendants would not seek to have OpenTV de-listed from the NASDAQ Global Market for at least six months from the expiration of the tender offer transaction.
- KIC agreed that if, at the expiration of the tender offer transaction, KIC had obtained 90 percent or more of the Class A shares of OpenTV eligible to tender, the Kudelski Group would, forthwith, cause OpenTV to redeem the remaining OpenTV Class A shares at least at the same price per share of $1.55 as paid to those who tendered their Class A shares in the tender offer transaction.
- KIC agreed that if, at the expiration of the tender offer transaction, KIC had obtained 90 percent or more of the voting power of OpenTV, and if the Kudelski Group chose to cause OpenTV to redeem the remaining OpenTV Class A shares within eighteen months of the expiration of the tender offer transaction, the Kudelski Group would cause OpenTV to redeem the remaining OpenTV Class A shares at least at the same price per share of $1.55 as paid to those who tendered their Class A shares.
- KIC agreed to disclose, and did disclose, in its Amendment No. 3 to the Schedule TO, that the Kudelski Group did not intend to take any actions to transform OpenTV into a passive foreign investment company (“PFIC”).
- KIC agreed to include, and did include, in its Amendment No. 3 to the Schedule TO certain additional disclosures concerning, among other things, financial analyses preformed by Credit Suisse in its valuation analysis.
For purposes of the OpenTV Kudelski securities class action settlement, the Court has reportedly preliminarily certified a Class consisting of all Persons holding Class A shares of OpenTV between October 5, 2009 and November 25, 2009 and their successors in interest and transferees, immediate and remote (other than Defendants and their affiliates, successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate or remote, and any Person acting for or
on behalf of, or claiming under any of them, and each of them.
The Court is scheduled to hold a Settlement Fairness Hearing on November 15 2010, at 2:00 p.m., at the United States District Court for the Northern District of California, located at 450 Golden Gate Avenue, San Francisco California 94102, in Courtroom 15 before the Honorable Marilyn
Hall Patel, at which time Court will determine, among other things, whether to approve the proposed OpenTV Kudelski settlement as fair, reasonable and adequate and in the best interests of the settlement class.
For more information on the OpenTV Kudelski securities class action lawsuit settlement and potential settlement benefits and/or updates on the settlement, visit the OpenTV Kudelski securities class action settlement website:
www.opentv.com/about/settlement.htm
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