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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Opentv (MM) | NASDAQ:OPTV | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.55 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
Rule 13e-3 Transaction Statement under Section 13(e) of
the Securities Exchange Act of 1934
(Amendment No. 11)
OPENTV CORP.
(Name of Issuer)
KUDELSKI INTERACTIVE CAYMAN, LTD.
KUDELSKI INTERACTIVE USA, INC.
KUDELSKI SA
(Names of Person(s) Filing Statement)
Class A Ordinary Shares of No Par Value
(Title of Class of Securities)
G67543101
(CUSIP Number of Class of Securities)
Lucien Gani
General Counsel, Head of Legal Affairs
Kudelski SA
22-24, Route de Genève
Case Postale 134
1033 Cheseaux, Switzerland
Tel: +41 21 732 01 01
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Jennifer DiNucci, Esq. |
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Francis R. Wheeler, Esq. |
Cooley Godward Kronish LLP |
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Cooley Godward Kronish LLP |
Five Palo Alto Square |
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380 Interlocken Crescent |
3000 El Camino Real |
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Suite 900 |
Palo Alto, CA 94306-2155 |
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Broomfield, CO 80021-8023 |
Tel: (650) 843-5000 |
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Tel: (720) 566-4000 |
Fax: (650) 849-7400 |
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Fax: (720) 566-4099 |
This statement is filed in connection with (check appropriate box):
a. o The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. o The filing of a registration statement under the Securities Act of 1933.
c. o A tender offer.
d. x None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the transaction: o
CALCULATION OF FILING FEE
Transaction Valuation* |
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Amount of Filing Fee** |
$26,303,726 |
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$1,876 |
* |
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For the purpose only of calculating the filing fee in accordance with Rule 0-11 under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). Calculated as (A) the sum of (i) 16,040,057, which is the difference between 108,145,054, the number of Class A ordinary shares of no par value ( Shares ) of OpenTV Corp. (the Company ) outstanding as of January 31, 2010, and 92,104,997, the number of Shares beneficially owned by Kudelski SA on such date, (ii) 899,569, which is the number of Shares subject to vested and unvested options outstanding as of January 31, 2010, excluding options that have an exercise price above the per Share redemption price, and (iii) 30,520, which is the maximum number of Shares reserved for issuance upon exchange of shares of the Companys subsidiary, OpenTV, Inc. (the Subsidiary ) as of January 31, 2010, multiplied by (B) $1.55, which is the per Share redemption price. The number of outstanding Shares, Shares subject to vested and unvested options and Shares reserved for issuance upon exchange of shares of the Subsidiary is as set forth in Amendment No. 1 to the Companys Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on February 24, 2010. The filing fee paid in connection with the redemption is in addition to the filing fee of $8,228 previously paid by Kudelski SA and Kudelski Interactive Cayman, Ltd. in connection with the filing by such entities with the Securities and Exchange Commission on October 5, 2009 of a Schedule TO-T that related to the tender offer by Kudelski Interactive Cayman, Ltd. to acquire all of the Shares not then beneficially owned by Kudelski SA. |
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** |
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The amount of the filing fee calculated in accordance with the Exchange Act equals $71.30 per $1,000,000. The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009. |
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x |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: |
$1,876 |
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Filing Party: |
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OpenTV Corp. |
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Form or Registration No.: |
Schedule 13E-3 |
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Date Filed: |
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January 14, 2010 |
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Schedule 13E-3/A |
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February 24, 2010 |
This Amendment No. 11 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Amendment No. 11 ) filed by (a) Kudelski Interactive Cayman, Ltd., an exempted company organized under the laws of the Cayman Islands ( Kudelski Cayman ) and an indirect wholly-owned subsidiary of Kudelski SA, a public limited company organized under the laws of Switzerland, (b) Kudelski Interactive USA, Inc., a corporation incorporated under the laws of the State of Delaware ( Kudelski USA ) and an indirect wholly-owned subsidiary of Kudelski SA, and (c) Kudelski SA amends and supplements (i) the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the Securities and Exchange Commission (the SEC ) on October 5, 2009 by (A) Kudelski Cayman and (B) Kudelski SA (together with all amendments and supplements thereto, the Schedule TO ) and (ii) Amendment No. 10 to Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the SEC on January 14, 2010 by (A) Kudelski Cayman, (B) Kudelski USA and (C) Kudelski SA ( Amendment No. 10 ). The Schedule TO related to the offer (the Offer ) by Kudelski Cayman to purchase all outstanding Class A ordinary shares of no par value ( Shares ) of OpenTV Corp., a company incorporated and registered under the laws of the British Virgin Islands (the Company ), not already owned by Kudelski SA or its wholly-owned subsidiaries at a purchase price of $1.55 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 5, 2009 (the Offer to Purchase ), and in the related Letter of Transmittal. The subsequent offering period that followed the Offer expired on November 25, 2009. This Amendment No. 11 and Amendment No. 10 relate to the redemption by the Company of all of the outstanding Shares not owned by Kudelski SA, Kudelski Cayman or Kudelski USA (the Redemption ). This Amendment No. 11 is being filed by Kudelski SA, Kudelski Cayman and Kudelski USA to amend and supplement the responses to the items of Schedule 13E-3 included in the Schedule TO and Amendment No. 10 insofar as necessary to update such responses in connection with the Redemption. The Redemption is one of a series of going private transactions that was initiated by Kudelski Cayman when it commenced the Offer.
Prior to the filing of Amendment No. 10, the Company filed with the SEC a preliminary redemption notice/transaction statement (the Redemption Notice ) relating to the Redemption. Prior to the filing of this Amendment No. 11, the Company filed with the SEC a final redemption notice/transaction statement (the Final Redemption Notice ) relating to the Redemption.
The cross-references below to the Final Redemption Notice supplement the cross-references to the Offer to Purchase contained in the Schedule TO and the cross-references to the Redemption Notice contained in Amendment No. 10. The cross-references below are being supplied pursuant to General Instruction F to Schedule 13E-3 to show the location in the Final Redemption Notice of the information required to be included in response to the items of Schedule 13E-3 in connection with the Redemption. Unless otherwise indicated, item numbers refer to the corresponding items numbers of Schedule 13E-3.
Item 1. Summary Term Sheet.
The responses to Item 1001 of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Questions and Answers
Summary Term Sheet
Item 2. Subject Company Information.
(a) The responses to Item 1002(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Summary Term SheetThe CompaniesOpenTV Corp.
(b) The responses to Item 1002(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Summary Term SheetThe CompaniesOpenTV Corp.
Market For Our Class A Ordinary Shares
(c) The responses to Item 1002(c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Market For Our Class A Ordinary Shares
(d) The responses to Item 1002(d) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Market For Our Class A Ordinary Shares
(e) The filing persons have not made any underwritten public offerings of the subject securities that are required to be disclosed pursuant to Item 1002(e) of Regulation M-A.
(f) The responses to Item 1002(f) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Additional Information Regarding the Kudelski Control GroupAcquisitions of OpenTV Ordinary Shares
Item 3. Identity and Background of Filing Person.
(a) The responses to Item 1003(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Summary Term SheetThe CompaniesKudelski SA
Directors, Executive Officers and Controlling Shareholder of Kudelski
Directors and Executive Officers of Kudelski Cayman
Directors and Executive Officers of Kudelski USA
(b) The responses to Item 1003(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Summary Term SheetThe CompaniesKudelski SA
Summary Term SheetThe CompaniesKudelski Interactive Cayman, Ltd.
Summary Term SheetThe CompaniesKudelski Interactive USA, Inc.
Additional Information Regarding the Kudelski Control GroupAdditional Information
(c) The responses to Item 1003(c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Directors, Executive Officers and Controlling Shareholder of Kudelski
Directors and Executive Officers of Kudelski Cayman
Directors and Executive Officers of Kudelski USA
Additional Information Regarding the Kudelski Control GroupAdditional Information
Item 4. Terms of the Transaction.
(a) The responses to Item 1004(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Questions and Answers
Summary Term Sheet
Special FactorsPurposes of and Reasons for the Redemption
Special FactorsPlans for OpenTV after the Redemption; Certain Effects of the Redemption
The RedemptionRedemption; Redemption Price; Redemption Date
The RedemptionEffect of the Redemption
The RedemptionShareholder Approval not Required
The RedemptionMaterial U.S. Federal Income Tax Consequences of the Redemption
(c) The responses to Item 1004(c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Special FactorsPlans for OpenTV after the Redemption; Certain Effects of the Redemption
(d) The responses to Item 1004(d) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Questions and AnswersHow do I dissent from the redemption and have the fair value of my shares determined in accordance with the BVI Act?
Questions and AnswersCan I dissent from the redemption if I hold Class A ordinary shares in street name?
Summary Term SheetDissent Rights
The RedemptionRight to Dissent from the Redemption
Annex A to the Final Redemption Notice
(e) The responses to Item 1004(e) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Special FactorsProvisions for Unaffiliated Shareholders of OpenTV
(f) Item 1004(f) of Regulation M-A is not applicable to the Redemption.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(a) The responses to Item 1005(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Certain Relationships and Related Transactions
(b) and (c) The responses to Items 1005(b) and (c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Summary Term SheetRecent Developments
Special FactorsBackground of the Transaction
Special FactorsPurposes of and Reasons for the TransactionThe Kudelski Control Groups Purpose and Reasons for the Redemption; Consideration of Alternatives
The RedemptionInterests of Directors and Executive Officers in the Redemption
Certain Relationships and Related Transactions
(e) The responses to Item 1005(e) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Special FactorsBackground of the Transaction
The RedemptionInterests of Directors and Executive Officers in the Redemption
Security Ownership of Management and the Kudelski Control Group
Transactions in Class A Ordinary Shares
Additional Information Regarding the Kudelski Control GroupAcquisitions of OpenTV Ordinary Shares
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) The responses to Item 1006(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
The RedemptionEffect of the Redemption
(c)(1) through (8) The responses to Items 1006(c)(1) through (8) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Questions and AnswersHow will the redemption affect the listing of the Class A ordinary shares and the reporting obligations of OpenTV?
Summary Term SheetOpenTVs Purpose and Reasons for the Redemption
Summary Term SheetThe Kudelski Control Groups Purpose and Reasons for the Redemption
Summary Term SheetEffects of the Redemption
Special FactorsBackground of the Transaction
Special FactorsPurposes of and Reasons for the Transaction
Special FactorsGeneral Effects of the Redemption
Special FactorsPlans for OpenTV after the Redemption; Certain Effects of the Redemption
The RedemptionEffect of the Redemption
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) The responses to Item 1013(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Special FactorsPurposes of and Reasons for the Transaction
(b) and (c) The responses to Items 1013(b) and (c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Special FactorsBackground of the Transaction
Special FactorsPurposes of and Reasons for the Transaction
(d) The responses to Item 1013(d) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Special FactorsFairness Determination of the Kudelski Control Group
Special FactorsGeneral Effects of the Redemption
Special FactorsPlans for OpenTV after the Redemption; Certain Effects of the Redemption
Item 8. Fairness of the Transaction.
(a) through (f) The responses to Items 1014(a) through (f) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Special FactorsFairness Determination of the Kudelski Control Group
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) The responses to Item 1015(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Special FactorsFairness Determination of the Kudelski Control Group
(b) and (c) Items 1015(b) and (c) of Regulation M-A are not applicable to the Redemption.
Item 10. Source and Amount of Funds or Other Consideration.
(a) and (c) The responses to Items 1007(a) and (c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following captions:
Summary Term SheetSource and Amount of Funds
The RedemptionSource and Amount of Funds
(b) There are no material financing conditions, alternative financing arrangements or alternative financing plans related to the Redemption to be disclosed pursuant to Item 1007(b) of Regulation M-A.
(d) Item 1007(d) of Regulation M-A is not applicable to the Redemption.
Item 11. Interest in Securities of the Subject Company.
(a) The responses to Item 1008(a) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Security Ownership of Management and the Kudelski Control Group
(b) The responses to Item 1008(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Transactions in Class A Ordinary Shares
Item 12. The Solicitation or Recommendation.
(d) Item 1012(d) of Regulation M-A is not applicable to the Redemption.
(e) The responses to Item 1012(e) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Additional Information Regarding the Kudelski Control GroupAdditional Information
Item 13. Financial Statements.
(a)(1) In response to Item 1010(a)(1) of Regulation M-A, the audited consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2008 and December 31, 2007, and the notes thereto, are incorporated herein by reference to Item 8 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed by the Company on March 10, 2009. The foregoing financial statements and the notes thereto were previously incorporated by reference into the Schedule TO and Amendment No. 10.
(a)(2) In response to Item 1010(a)(2) of Regulation M-A, the unaudited consolidated financial statements of the Company for the nine months ended September 30, 2009, and the notes thereto, are incorporated herein by reference to Part I, Item 1 of the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 filed by the Company on November 4, 2009. The foregoing financial statements and the notes thereto were previously incorporated by reference into the Schedule TO and Amendment No. 10.
(a)(3) The responses to Item 1010(a)(3) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Financial Information
(a)(4) The responses to Item 1010(a)(4) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Financial Information
(b) The pro forma information described in Item 1010(b) of Regulation M-A is not material to the Redemption.
(c) The responses to Item 1010(c) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in the Final Redemption Notice under the following caption:
Financial Information
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
(a) and (b) There are no persons or corporate assets required to be disclosed by the filing persons pursuant to Item 1009(a) or (b) of Regulation M-A in connection with the Redemption.
Item 15. Additional Information.
(b) The responses to Item 1011(b) of Regulation M-A set forth in the Schedule TO and in Amendment No. 10 are hereby amended and supplemented to incorporate by reference herein the information set forth in (i) the Final Redemption Notice under the caption Where You Can Find More Information and (ii) the final Notice of Redemption Pursuant to Sections 176 and 179 of the BVI Business Company Act, 2004 (as amended) filed by the Company with the SEC on February 24, 2010.
Item 16. Exhibits.
The exhibit indexes to the Schedule TO and Amendment No. 10 are hereby amended and supplemented by adding the following exhibits:
(a)(3)(ii) |
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Final Redemption Notice/Transaction Statement of OpenTV Corp. (incorporated by reference to Exhibit (a)(3)(i) to Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 of OpenTV Corp., as filed by OpenTV Corp. on February 24, 2010) |
(a)(5)(xi) |
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Final Notice of Redemption Pursuant to Sections 176 and 179 of the BVI Business Company Act, 2004 (as amended) (incorporated by reference to Exhibit (a)(3)(ii) to Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 of OpenTV Corp., as filed by OpenTV Corp. on February 24, 2010) |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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KUDELSKI INTERACTIVE CAYMAN, LTD. |
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By: |
/s/ Lucien Gani |
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Name: |
Lucien Gani |
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Title: |
Director |
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Date: |
February 24, 2010 |
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By: |
/s/ Santino Rumasuglia |
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Name: |
Santino Rumasuglia |
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Title: |
Director |
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Date: |
February 24, 2010 |
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KUDELSKI SA |
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By: |
/s/ Lucien Gani |
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Name: |
Lucien Gani |
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Title: |
General Counsel and |
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Head of Legal Affairs |
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Date: |
February 24, 2010 |
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By: |
/s/ Mauro Saladini |
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Name: |
Mauro Saladini |
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Title: |
Executive Vice President and |
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Chief Financial Officer |
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Date: |
February 24, 2010 |
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KUDELSKI INTERACTIVE USA, INC. |
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By: |
/s/ Lucien Gani |
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Name: |
Lucien Gani |
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Title: |
President and Chief Executive Officer |
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Date: |
February 24, 2010 |
EXHIBIT INDEX
Exhibit No. |
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Description |
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(a)(1)(i) |
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Offer to Purchase dated October 5, 2009* |
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(a)(1)(ii) |
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Letter of Transmittal* |
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(a)(1)(iii) |
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Notice of Guaranteed Delivery* |
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(a)(1)(iv) |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies, Custodians, and Other Nominees* |
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(a)(1)(v) |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies, Custodians and Other Nominees* |
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(a)(1)(vi) |
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Instructions for Completing Substitute Form W-9* |
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(a)(1)(vii) |
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Instructions for Completing Substitute Form W-8BEN* |
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(a)(1)(viii) |
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Summary Advertisement* |
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(a)(1)(ix) |
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Press Release issued by Kudelski Group, dated October 5, 2009* |
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(a)(1)(x) |
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Excerpts from Kudelski SA Transaction Website* |
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(a)(1)(xi) |
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Letter to OpenTV Corp. Shareholders from Kudelski Group, dated October 13, 2009* |
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(a)(1)(xii) |
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Press Release issued by Kudelski Group, dated October 26, 2009* |
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(a)(1)(xiii) |
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Letter to OpenTV Corp. Shareholders from Kudelski Group, dated October 30, 2009* |
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(a)(1)(xiv) |
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Press Release issued by Kudelski Group, dated October 30, 2009* |
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(a)(1)(xv) |
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Press Release issued by Kudelski Group, dated November 2, 2009* |
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(a)(1)(xvi) |
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Press Release issued by Kudelski Group, dated November 3, 2009* |
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(a)(1)(xvii) |
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Press Release issued by Kudelski Group, dated November 9, 2009* |
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(a)(1)(xviii) |
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Press Release issued by Kudelski Group, dated November 13, 2009* |
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(a)(1)(xix) |
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Press Release issued by Kudelski Group, dated November 23, 2009* |
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(a)(1)(xx) |
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Press Release issued by Kudelski Group, dated November 27, 2009* |
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(a)(3)(i) |
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Preliminary Redemption Notice/Transaction Statement of OpenTV Corp. dated January 14, 2010 (incorporated by reference to Exhibit (a)(3)(i) to Rule 13e-3 Transaction Statement on Schedule 13E-3 of OpenTV Corp., as filed by OpenTV Corp. on January 14, 2010)* |
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(a)(3)(ii) |
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Final Redemption Notice/Transaction Statement of OpenTV Corp. (incorporated by reference to Exhibit (a)(3)(i) to Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 of OpenTV Corp., as filed by OpenTV Corp. on February 24, 2010) |
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(a)(5)(i) |
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Complaint of Charles Michael Foley against Kudelski SA, Kudelski Interactive Cayman, Ltd., and André Kudelski, filed in the Superior Court of the State of California, County of San Francisco, and dated October 8, 2009* |
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(a)(5)(ii) |
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Kudelski Group Investor Presentation, dated October 2009* |
(a)(5)(iii) |
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Supplemental Excerpt from Kudelski SA Transaction Website* |
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(a)(5)(iv) |
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Complaint of Salvatore L. Giordano against OpenTV Corp., André Kudelski, Nigel Bennett, Joseph Deiss, Lucien Gani, Alex Osadzinski, Pierre Roy, Mauro Saladini, James A. Chiddix, Clause Smadja, Jerry Machovina, Kudelski SA, and Kudelski Interactive Cayman, Ltd., filed in the United States District Court for the Northern District of California, and dated October 23, 2009* |
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(a)(5)(v) |
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Complaint of Joseph Weiss against Kudelski SA, Kudelski Interactive Cayman, Ltd., and André Kudelski, filed in the United States District Court for the Northern District of California, and dated October 26, 2009* |
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(a)(5)(vi) |
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Supplemental Excerpt from Kudelski SA Transaction Website* |
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(a)(5)(vii) |
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Complaint of Douglas Grimes against Kudelski SA, Kudelski Interactive Cayman, Ltd., and André Kudelski, filed in the United States District Court for the Northern District of California, and dated November 2, 2009* |
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(a)(5)(viii) |
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Supplemental Excerpt from Kudelski SA Transaction Website* |
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(a)(5)(ix) |
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Supplemental Excerpt from Kudelski SA Transaction Website* |
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(a)(5)(x) |
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Preliminary Notice of Redemption Pursuant to Sections 176 and 179 of the BVI Business Company Act, 2004 (as amended) (incorporated by reference to Exhibit (a)(3)(ii) to Rule 13e-3 Transaction Statement on Schedule 13E-3 of OpenTV Corp., as filed by OpenTV Corp. on January 14, 2010)* |
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(a)(5)(xi) |
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Final Notice of Redemption Pursuant to Sections 176 and 179 of the BVI Business Company Act, 2004 (as amended) (incorporated by reference to Exhibit (a)(3)(ii) to Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 of OpenTV Corp., as filed by OpenTV Corp. on February 24, 2010) |
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(b) |
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Credit Facility Agreement, dated as of October 3, 2009, by and among Kudelski SA, Kudelski Interactive USA, Inc., Credit Suisse, as facility agent, lender, and arranger, and Banque Cantonale Vaudoise, as lender and arranger* |
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(c) |
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None |
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(d)(i) |
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Share Purchase Agreement, dated as of October 18, 2006, by and among Liberty Media Corporation, Liberty IATV, Inc., Liberty IATV Holdings, Inc., Kudelski SA, Kudelski Interactive USA, Inc., and Kudelski Interactive Cayman, Ltd. (incorporated by reference to Exhibit 7(i) to Amendment No. 3 to the Schedule 13D of Liberty Media Corporation with respect to Class A Ordinary Shares of OpenTV Corp. filed on October 20, 2006)* |
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(d)(ii) |
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OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Annex A to the 2005 Proxy Statement on Schedule 14A of OpenTV Corp., as filed by OpenTV Corp. on October 14, 2005)* |
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(d)(iii) |
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Form of Independent Director Stock Option Agreement for OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 of OpenTV Corp., as filed by OpenTV Corp. on December 21, 2005)* |
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(f) |
|
Sections 176 and 179 of the BVI Business Companies Act, 2004, as amended (included as Schedule C to the Offer to Purchase)* |
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(g) |
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None |
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(h) |
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None |
* Previously filed
1 Year Opentv Chart |
1 Month Opentv Chart |
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