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1. huis25 21 oktober 2009 07:10

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2. €d_Modus Vivendi 21 oktober 2009 07:59

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   The Purchaser notified the Company on October 4, 2009 of its intent to launch the Offer by providing a copy of the press release announcing commencement of the Offer via email to members of the Company’s board of directors. In the evening of October 4, 2009, Mr. Beariault contacted representatives of Baker Botts regarding the Offer. The Purchaser publicly announced its Offer on October 5, 2009 and filed with the SEC a tender offer statement on Schedule TO and an amendment to its Schedule 13D.
   On October 5, 2009, Messrs. Beariault and Bennett, other members of the Company’s management and representatives of Baker Botts had discussions regarding the Offer and the responsibilities of the Company under the federal securities laws and the laws of the British Virgin Islands. In addition, on October 5, 2009, representatives of Baker Botts discussed with a representative of Conyers, Dill & Pearman, British Virgin Islands counsel to the Company, the Company’s and the board of directors’ duties and responsibilities under British Virgin Islands law with respect to the Offer. In the evening of October 5, 2009 representatives of Baker Botts had a discussion with representatives of Cooley regarding the Offer.
   During the period from October 5 until October 8, 2009, representatives of Baker Botts had discussions with the independent directors on the Company’s board of directors regarding the Offer and their fiduciary duties with respect to the Offer. During this period representatives of Baker Botts also had discussions with the Company’s management regarding the Offer and the obligation to issue a response on Schedule 14D-9.
   On October 7, 2009, Mr. Tveter, who had already determined not to stand for re-election to the Company’s board of directors at the Company’s annual shareholder meeting scheduled for November 4, 2009, submitted a written resignation from the board of directors.
   On October 8, 2009, the board of directors of the Company held a meeting to discuss the Offer and the Company’s response required by Rule 14e-2. Also present at the meeting were Mr. Beariault and representatives of Baker Botts. During the meeting Baker Botts reviewed for the members of the board the material terms of the Offer and explained the Company’s responsibilities and duties under U.S. federal securities laws and the laws of the British Virgin Islands. After a discussion concerning the Company’s response on Schedule 14D-9, the board of directors authorized management of the Company to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC in which the Company would remain neutral with respect to the Offer. Each of Mr. Kudelski, Claude Smadja, Mauro Saladini, Lucien Gani, Pierre Roy and Mr. Osadzinski, all of whom are Affiliated Directors, and Mr. Chiddix voted in favor of the proposal for the Company to remain neutral with respect to the Offer. Messrs. Bennett, Deiss and Machovina abstained from the vote.
   Reasons and Factors for the Recommendation of the Board of Directors
   In considering the Offer and the transactions contemplated thereby, the board of directors consulted with the Company’s outside legal counsel. In expressing no opinion as to whether the Company’s shareholders should accept the Offer and tender their Shares to the Purchaser pursuant to the Offer, the board of directors noted the conflicts of interest facing its members in evaluating the Offer. In light of these conflicts of interest, it was determined that it would be more appropriate to remain neutral than to take a position with respect to the Offer. In determining that the Company will remain neutral with respect to the Offer, the Company’s board of directors also noted that the law of the British Virgin Islands, which governs the duties and obligations of the Company’s board of directors, does not impose any fiduciary or other duty or obligation on the Company or the Company’s board of directors to obtain any particular price or fair price in the Offer, to approve or disapprove the Offer, make any statement or recommendation or otherwise play any role in connection with the Offer. Furthermore, the law of the British Virgin Islands does not impose any fiduciary or other duty or obligation on the Company or the Company’s board of directors to make any determination or analysis regarding the Offer or the Offer Price, including whether the terms of the Offer or the Offer Price is fair to unaffiliated shareholders, nor does it require either of them to obtain, or retain any outside person to prepare, any report, opinion or appraisal relating to the value of the Company, the Shares or the fairness of the Offer or to negotiate on behalf of the unaffiliated shareholders.
   
3. €d_Modus Vivendi 21 oktober 2009 08:00

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   OpenTV Files Schedule 14D-9 In Response to Kudelski Cash Tender Offer For OpenTV's Class A Shares
   Tue. October 20, 2009; Posted: 06:00 PM
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   SAN FRANCISCO, Oct 20, 2009 (BUSINESS WIRE) -- OPTV | Quote | Chart | News | PowerRating -- OpenTV Corp. (NASDAQ: OPTV | Quote | Chart | News | PowerRating) ("OpenTV"), a leading software and technology provider of advanced digital television solutions, announced today that it has filed a Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and Exchange Commission (the "SEC"), as required by the SEC's rules, in response to an unsolicited tender offer (the "Offer") by a subsidiary of its controlling shareholder, Kudelski SA, to purchase all outstanding Class A ordinary shares of OpenTV (the "Shares") not owned by Kudelski or any of its affiliates for $1.55 per Share. The terms and conditions of the Offer are set forth in the Offer to Purchase and the related Letter of Transmittal (collectively, the "Offer to Purchase") filed with the SEC by Kudelski on October 5, 2009.
   
   The board of directors of OpenTV (the "Board") is expressing no opinion as to whether the holders of Shares should tender their Shares pursuant to the Offer and is remaining neutral as to the Offer. The Board has made no determination whether the Offer is fair to and in the best interest of the holders of the Shares, and is making no recommendations regarding whether the holders of the Shares should accept the Offer and tender their Shares. The Board urges each shareholder to make its own decision regarding the Offer based on all of the available information, including the factors considered by the Board described in OpenTV's Schedule 14D-9.
   
   This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities of OpenTV. Shareholders are advised to make their own decisions on whether to tender their Shares and accept the Offer based on all of the available information, including the factors considered by the Board described in OpenTV's Schedule 14D-9, filed today with the SEC. The Schedule 14D-9 and the Offer to Purchase contain important information that should be read carefully before any decision is made with respect to whether to tender in the Offer. OpenTV urges each shareholder to read the factors considered by it in the Schedule 14D-9, as well as the Offer to Purchase, prior to making any decision regarding the Offer. The Offer to Purchase, the Schedule 14D-9 and other filed documents will be available at no charge on the SEC's website at www.sec.gov.
   
   About OpenTV
   
   OpenTV is one of the world's leading providers of advanced digital television solutions dedicated to creating and delivering compelling viewing experiences to consumers of digital content worldwide. OpenTV's software has been integrated in more than 133 million devices around the world and enables advanced program guides, video-on-demand, personal video recording, interactive and addressable advertising and a variety of enhanced television applications. For more information, please visit www.opentv.com.
   
   Cautionary Language Regarding Forward-Looking Information
   
   The foregoing information contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations. All forward-looking statements are expressly qualified in their entirety by the cautionary statements in this paragraph. For a further discussion of the risks and uncertainties relevant to OpenTV, please refer to OpenTV's periodic reports and registration statements filed with the SEC, which can be obtained online at the SEC's web site at www.sec.gov. Readers should consider the information contained in this release together with other publicly available information about OpenTV for a more informed overview of OpenTV. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
   
   SOURCE: OpenTV Corp.
   
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   Press:
   Christine Oury, +1 415-962-5433
   coury@opentv.com
   
4. [verwijderd] 21 oktober 2009 08:35

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   zie ccbn.10kwizard.com/xml/download.php?r... van de opentv website. Ze zeggen dat ze neutraal zijn, maar waarom dan een uitgebreid verslag met daarbij ook een samenvatting met hoeveel aandelen de hele board bij elkaar heeft. Vind dit meer bedreigend....van kijk hoeveel wij hebben en we nog maar nodig hebben. Maargoed ik blijf lekker zitten. en als ik wat ga doen dan zal het zijn in Zwitserland of in Amerika:)
   
   
5. €d_Modus Vivendi 21 oktober 2009 09:47

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   • €d_Modus Vivendi

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   dat wordt dan een heupschot :)