Key Operating Measures

USD Millions                                           Three months ended  Three months ended  Change  Nine months ended  Nine months ended  Change
                                                       Sept. 30, 2009      Sept. 30, 2008              Sept. 30, 2009     Sept. 30, 2008
Revenues                                               $31.8m              $26.9m              18.2%   $88.8m             $87.5m             1.5%
Net Income                                             $2.6m               $1.0m               $1.6m   $5.5m              $7.3m              $(1.8)m
Adjusted EBITDA before unusual items                   $4.4m               $3.7m               $0.7m   $12.5m             $13.7m             $(1.2)m
Cash, Cash Equivalents and Marketable Debt Securities  $113.8m             $98.7m              15.3%   $113.8m            $98.7m             15.3%

Third Quarter 2009 Results

For the quarter ended September 30, 2009, revenues were $31.8 million, an increase of 18% compared to $26.9 million for the third quarter of 2008. Royalties and licenses revenues increased 25.5% to $20.7 million. Services and other revenues increased 7% to $11.1 million. Adjusted EBITDA, before unusual items, increased to $4.4 million for the quarter ended September 30, 2009, compared to $3.7 million for the third quarter of 2008.

Net income for the third quarter of 2009 was $2.6 million, or $0.02 per share, compared to $1.0 million, or $0.01 per share, for the third quarter of 2008.

Cash flow from operations was $4.0 million in the third quarter of 2009, compared to cash flow from operations of $0.3 million in the comparable 2008 period.

As of September 30, 2009, the Company had a balance of $39.0 million in deferred revenue, compared to $33.2 million as of December 31, 2008.

As of September 30, 2009, the Company had cash, cash equivalents and short and long-term marketable debt securities totaling $113.8 million, compared to $102.8 million as of December 31, 2008.

Segment Information

Revenues

-- In the third quarter of 2009, revenues from the Middleware Solutions segment were $28.9 million, compared to $23.9 million for the same period in the prior year.

-- In the third quarter of 2009, revenues from the Advertising Solutions segment were $2.9 million, compared to $3.0 million for the same period in the prior year.

Contribution Margin

-- In the third quarter of 2009, Middleware Solutions' contribution margin was $11.6 million, compared to $9.3 million for the same period in the prior year.

-- In the third quarter of 2009, Advertising Solutions' contribution margin was $0.2 million, compared to $(0.1) million for the same period in the prior year.

For the third quarter of 2009, total contribution margin from the Company's operating segments was $11.8 million, compared to $9.2 million in the third quarter of 2008. Unallocated corporate overhead was $7.4 million in the third quarter of 2009, compared to unallocated corporate overhead of $5.5 million in the third quarter of 2008.

Adjusted EBITDA before unusual items and contribution margin are non-GAAP financial measures. Reconciliations of the differences between these non-GAAP financial measures and net income, which is the most directly comparable GAAP financial measure, are included at the end of this press release. Additional information regarding the derivation of Adjusted EBITDA and contribution margin and a statement of the relevance to management of this information and its possible usefulness to investors are also included at the end of this release and on the investor relations page of our Web site located at www.opentv.com.

Summary of Other Recent Announcements

The following is a summary of key press releases since the Company's last earnings release:

-- OpenTV extended its partnership with longstanding customer BSkyB and commenced work on a proof of concept which could lead to the deployment of OpenTV Core3(TM). As part of the arrangement, BSkyB also licensed OpenTV's intellectual property rights to support ongoing development of the company's digital television platform.

-- OpenTV won "Best Graphic and Design" at the AFDESI awards for OpenTV Core nX(TM), its advanced user interface. In addition, Dishtv, India's leading direct-to-home operator, won AFDESI's "New Entrant" award for its Dish ACTIVE portal, which is powered by OpenTV middleware.

-- Digiturk, a leading Turkish direct-to-home network operator, launched video-on-demand and high-definition personal video recording solutions through an innovative partnership with OpenTV, Irdeto, Pace and TeleIDEA. Digiturk is deploying advanced digital video offerings to its customers, including push and subscription video on demand (P/S-VOD) with high-definition personal video recording (HD PVR) functionalities. This is one of the first P/S-VOD offerings to be launched in a satellite environment and one of the most innovative solutions in the region.

-- OpenTV announced OpenTV Core3, a pioneering approach to the delivery of advanced television services. Engineered to enable technology choice by operators, OpenTV Core3 combines a top-to-bottom open architecture with a unique design that simplifies the integration and deployment of everything from complex user interfaces to consumer services and application widgets.

-- OpenTV announced that it is licensing its suite of application development tools to the developer community at no charge. The OpenTV SDK Development Suite is an integrated interactive application development environment for OpenTV middleware that allows developers to create applications for interactive television using the complete functionality of an OpenTV-enabled set-top box.

-- OpenTV announced that it will open its TV measurement platform allowing the developer community, data analysis partners and other service providers to integrate with OpenTV's measurement solution more easily, and foster the creation of next generation set-top-box services with enhanced personalization features, such as addressable and interactive advertising, content addressability, and other value-added services.

-- OpenTV announced that EclipsePlus(TM), its campaign management technology, went live at Suddenlink Media, the advertising division of Suddenlink Communications, a leading US operator of cable broadband systems. OpenTV EclipsePlus will manage all of Suddenlink's local ad sales operations for the operator's Central and Western U.S. ad sales divisions.

Conference Call Details

OpenTV will conduct a conference call to discuss the Company's financial results for the quarter ended September 30, 2009. The details of the call are as follows:

Date and Time:                 Tuesday, November 3, 2009, at 5:00pm ET / 2:00pm PT
Dial-in Number US:             866.770.7120
Dial-in Number International:  617.213.8065
Passcode:                      47 09 93 83
Participants:                  Ben Bennett, Chief Executive Officer
                               Shum Mukherjee, Chief Financial Officer
                               Mark Beariault, General Counsel

The Company will also make available on the Investor Relations section of its Web site a slide presentation in PDF format containing additional information about the Company that may be discussed on the conference call.

The conference call replay will be available from November 3, 2009 at 5:00pm PT / 8:00pm ET through November 10, 2009 at 11:59pm PT / 2:59am ET (next day).

Replay Number US:             888.286.8010
Replay Number International:  617.801.6888
Passcode:                     34 21 04 43

About Segment Information

Because our business segments reflect the manner in which management reviews our business, they necessarily involve judgments that management believes are reasonable in light of the circumstances under which they are made. These judgments may change over time or may be modified to reflect new facts or circumstances. Segments may also be changed or modified from time to time to reflect technologies and applications that are newly created or that have changed, or other business conditions that evolve, each of which may result in management reassessing specific segments, the elements included therein and the methodologies used to assess segment performance.

Non-GAAP Financial Measures

"EBITDA" is an acronym for earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA, as used in this release, removes from EBITDA the effects of amortization of intangible assets, share-based compensation expense, other income and expense, and minority interest. "Adjusted EBITDA before unusual items" removes from Adjusted EBITDA the effects of contract amendments that mitigated potential loss positions and restructuring costs.

"Contribution margin," as used in this release, is defined by the company as segment revenues less related direct or indirect allocable costs, including headcount and headcount-related overhead costs, consulting and subcontractor costs, travel, marketing and network infrastructure and bandwidth costs. Contribution margin excludes unallocated corporate support, interest, taxes, depreciation and amortization, amortization of intangible assets, share-based compensation, impairment of goodwill, impairment of intangibles, other income, noncontrolling interest, restructuring provisions, and unusual items such as contract amendments that mitigated potential loss positions. These exclusions reflect costs not considered directly allocable to individual business segments and result in a definition of contribution margin that does not take into account the substantial cost of doing business.

Management believes that "Adjusted EBITDA before unusual items" and "contribution margin" are relevant and useful measures, when considered in conjunction with the comparable GAAP measures, for use by investors in evaluating the operational performance of the company. They are some of the principal measures used by OpenTV's management to assess the financial performance of its business. OpenTV's management believes that both Adjusted EBITDA before unusual items and contribution margin provide meaningful information because each measure represents a transparent view of OpenTV's recurring operating performance and allows management to readily view operating trends, perform analytical comparisons and benchmarking between segments and identify strategies to improve operating performance. While OpenTV's management may consider Adjusted EBITDA before unusual items and contribution margin to be important measures of comparative operating performance, they should be considered in addition to, but not as a substitute for, profit from operations, net income, cash flow and other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States that are presented in the financial statements included in this press release. Additionally, OpenTV's calculation of Adjusted EBITDA before unusual items and contribution margin may be different from the calculation used by other companies and, therefore, comparability may be affected. OpenTV reconciles Adjusted EBITDA before unusual items and each reported segment's contribution margin to its consolidated net income as presented in the accompanying financial statements, because OpenTV believes consolidated net income is the most directly comparable financial measure presented in accordance with GAAP.

While OpenTV believes that the presentation of non-GAAP financial measures contained in this press release complies with the rules and guidance of the SEC, it can give no assurance that it will be able to provide the same or comparable measures in future press releases or announcements. OpenTV may, in the future, present non-GAAP financial measures other than "Adjusted EBITDA before unusual items," "Adjusted EBITDA" and "contribution margin" that it believes may be useful to investors. Any such determinations will be made with the intention of providing the most useful information to investors and will reflect the information used by OpenTV's management in assessing its business, which may change from time to time.

Cautionary Language Regarding Forward-Looking Information

This press release 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 due to changes in political, economic, business, competitive, market and regulatory factors. In particular, factors that could cause our actual results to differ include risks related to: delays in the development or introduction of new versions of our products; technical difficulties with networks or operating systems; deterioration of worldwide economic conditions and the potential impact of such conditions on our customer's purchasing and investment decisions; our ability to manage our resources effectively; changes in technologies that affect the television industry; and the protection of our intellectual property rights. These and other risks are more fully described in our periodic reports and registration statements filed with the Securities and Exchange Commission and can be obtained online at the Commission's web site at http://www.sec.gov. Readers should consider the information contained in this release together with other publicly available information about our company for a more informed overview of our company. 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.

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. The company's software has been integrated in more than 138 million devices around the world, and enables enhanced 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.

OPENTV CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
                                                                                             September 30,        December 31,
                                                                                             2009                 2008 *
ASSETS
Current assets:
                       Cash and cash equivalents                                             $      78,016        $      93,887
                       Short-term marketable debt securities                                        30,833               7,768
                       Accounts receivable, net of allowance for doubtful accounts of               30,289               27,275
                       $926 and $1,076 at September 30, 2009 and December 31, 2008,
                       respectively
                       Prepaid expenses and other current assets                                    5,530                4,628
                       Total current assets                                                         144,668              133,558
Long-term marketable debt securities                                                                4,995                1,178
Property and equipment, net                                                                         7,824                7,974
Goodwill                                                                                            95,443               95,250
Intangible assets, net                                                                              7,505                8,519
Other assets                                                                                        2,761                2,471
                       Total assets                                                          $      263,196       $      248,950
LIABILITIES AND EQUITY
Current liabilities:
                       Accounts payable                                                      $      2,649         $      2,287
                       Accrued liabilities                                                          18,639               17,602
                       Accrued restructuring                                                        325                  238
                       Deferred revenue                                                             23,315               16,130
                       Total current liabilities                                                    44,928               36,257
Accrued liabilities, net of current portion                                                         986                  1,160
Accrued restructuring, net of current portion                                                       1,091                1,146
Deferred revenue, net of current portion                                                            15,738               17,092
                       Total liabilities                                                            62,743               55,655
Commitments and contingencies
OpenTV Shareholders' equity:
                       Preference shares, no par value, 500,000,000 shares authorized; none         -                    -
                       issued and outstanding
                       Class A ordinary shares, no par value, 500,000,000 shares                    2,234,287            2,234,687
                       authorized; 107,891,190 and 108,385,176 shares issued and
                       outstanding, including treasury shares, at September 30, 2009 and
                       December 31, 2008, respectively
                       Class B ordinary shares, no par value, 200,000,000 shares                    35,953               35,953
                       authorized; 30,206,154 shares issued and outstanding at September
                       30, 2009 and December 31, 2008
                       Additional paid-in capital                                                   516,304              515,506
                       Treasury shares at cost, zero and 523,647 shares at September 30,            -                    (623       )
                       2009 and December 31, 2008, respectively
                       Accumulated other comprehensive loss                                         (1,521     )         (2,163     )
                       Accumulated deficit                                                          (2,584,996 )         (2,590,496 )
                       Total OpenTV shareholders' equity                                            200,027              192,864
Noncontrolling interest                                                                             426                  431
                       Total equity                                                                 200,453              193,295
                       Total liabilities and equity                                          $      263,196       $      248,950
* The condensed consolidated balance sheet at December 31, 2008
has been derived from the company's audited consolidated financial
statements at that date.

OPENTV CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
                                                                                 Three Months Ended September 30,        Nine Months Ended September 30,
                                                                                 2009               2008                 2009                   2008
Revenues:
                  Royalties and licenses                                         $     20,711       $     16,494         $    61,865            $    56,911
                  Services and other                                                   11,071             10,427              26,930                 30,638
                                                 Total revenues                        31,782             26,921              88,795                 87,549
Cost of revenues:
                  Royalties and licenses                                               868                1,202               2,801                  3,960
                  Services and other                                                   10,945             9,106               31,115                 29,185
                                                 Total cost of revenues                11,813             10,308              33,916                 33,145
Gross profit                                                                           19,969             16,613              54,879                 54,404
Operating expenses:
                  Research and development                                             8,731              8,031               25,900                 25,769
                  Sales and marketing                                                  2,407              2,818               6,125                  7,503
                  General and administrative                                           6,052              4,121               15,559                 15,030
                  Restructuring and impairment                                         157                (7          )       149                    575
                  Amortization of intangible assets                                    62                 181                 200                    551
                                                 Total operating expenses              17,409             15,144              47,933                 49,428
Profit from operations                                                                 2,560              1,469               6,946                  4,976
                  Interest income                                                      96                 514                 286                    1,866
                  Other income (expense)                                               168                (1,471      )       (789        )          776
Profit before income taxes                                                             2,824              512                 6,443                  7,618
                  Income tax expense (benefit)                                         213                (445        )       943                    325
Net income                                                                             2,611              957                 5,500                  7,293
                  Less: Net income attributable to the noncontrolling interest         -                  (2          )       (5          )          (18         )
Net income attributable to OpenTV                                                $     2,611        $     955            $    5,495             $    7,275
Net income attributable to OpenTV per share, basic                               $     0.02         $     0.01           $    0.04              $    0.05
Net income attributable to OpenTV per share, diluted                             $     0.02         $     0.01           $    0.04              $    0.05
Shares used in per share calculation, basic                                            138,107,816        139,465,910         138,098,719            139,629,135
Shares used in per share calculation, diluted                                          138,798,654        140,197,701         138,818,274            140,347,942

OPENTV CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
                                                                                                                          Nine Months Ended September 30,
                                                                                                                          2009             2008
Cash flows from operating activities:
Net income                                                                                                                $     5,500      $     7,293
                     Less: Net income attributable to the noncontrolling interest                                               (5      )        (18     )
                     Net income attributable to OpenTV                                                                          5,495            7,275
Adjustments to reconcile net income to net cash provided by
operating activities:
                     Depreciation and amortization of property and equipment                                                    3,320            3,120
                     Amortization of intangible assets                                                                          1,013            2,848
                     Share-based compensation                                                                                   1,088            2,205
                     Non-cash employee compensation                                                                             2                8
                     Non-cash restructuring costs                                                                               19               -
                     Provision for doubtful accounts                                                                            621              (23     )
                     Write-off of accounts receivable                                                                           (88     )        -
                     Gain on sale of cost investment                                                                            -                (143    )
                     Loss on disposal of fixed assets                                                                           23               1
                     Changes in operating assets and liabilities:
                                                    Accounts receivable                                                         (3,865  )        (10,707 )
                                                    Prepaid expenses and other current assets                                   (902    )        (269    )
                                                    Other assets                                                                (291    )        (716    )
                                                    Accounts payable                                                            590              (1,021  )
                                                    Accrued liabilities                                                         727              (2,799  )
                                                    Accrued restructuring                                                       32               (677    )
                                                    Deferred revenue                                                            6,149            6,333
                                                    Net cash provided by operating activities                                   13,933           5,435
Cash flows from investing activities:
Purchase of property and equipment                                                                                              (3,098  )        (3,514  )
Cash used in acquisition, net of cash acquired                                                                                  -                (96     )
Proceeds from sale of cost investment                                                                                           -                1,882
Proceeds from disposal of property and equipment                                                                                2                -
Proceeds from sale of marketable debt securities                                                                                6,044            18,105
Purchase of marketable debt securities                                                                                          (33,123 )        (5,137  )
                                                    Net cash provided by (used in) investing activities of continuing           (30,175 )        11,240
                                                    operations
                                                    Net cash provided by investing activities of discontinued operations        -                225
                                                    Net cash provided by (used in) investing activities                         (30,175 )        11,465
Cash flows from financing activities:
Repurchase of restricted shares                                                                                                 (127    )        (454    )
Repurchase of treasury shares                                                                                                   (228    )        -
Capital contribution from the former controlling shareholder                                                                    -                14,333
Proceeds from issuance of ordinary shares                                                                                       21               17
                                                    Net cash provided by (used in) financing activities                         (334    )        13,896
Effect of exchange rate changes on cash and cash equivalents                                                                    705              (674    )
Net increase (decrease) in cash and cash equivalents                                                                            (15,871 )        30,122
Cash and cash equivalents, beginning of period                                                                                  93,887           58,599
Cash and cash equivalents, end of period                                                                                  $     78,016     $     88,721
Supplemental disclosure of cash flow information:
Cash paid for income taxes                                                                                                $     (516    )  $     (1,412  )
Non-cash investing and financing activities:
Conversion of exchangeable shares                                                                                         $     18         $     2
Retirement of treasury shares                                                                                             $     623        $     -

OPENTV CORP.
UNAUDITED SEGMENT INFORMATION AND RECONCILIATION OF
CONTRIBUTION MARGIN AND ADJUSTED EBITDA TO NET INCOME
(In thousands)
                                                                               Three Months Ended September 30,    Nine Months Ended September 30,
                                                                               2009              2008              2009               2008
Revenues:
Middleware solutions
          Royalties and licenses                                               $    20,064       $    15,135       $    59,956        $    52,345
          Services and other                                                        8,812             8,792             20,721             25,187
                               Subtotal - Middleware solutions                      28,876            23,927            80,677             77,532
Advertising solutions
          Royalties and licenses                                                    647               1,359             1,909              4,567
          Services and other                                                        2,259             1,635             6,209              5,450
                               Subtotal - Advertising solutions                     2,906             2,994             8,118              10,017
                                                    Total revenues             $    31,782       $    26,921       $    88,795        $    87,549
Contribution margin (loss):
          Middleware solutions                                                 $    11,639       $    9,324        $    30,985        $    30,932
          Advertising solutions                                                     213               (117   )          155                802
                                                    Total contribution margin       11,852            9,207             31,140             31,734
Unallocated corporate support                                                       (7,427 )          (5,539 )          (18,624 )          (18,002 )
          Adjusted EBITDA before unusual items                                      4,425             3,668             12,516             13,732
Restructuring and impairment                                                        (157   )          7                 (149    )          (575    )
          Adjusted EBITDA                                                           4,268             3,675             12,367             13,157
Depreciation and amortization                                                       (1,106 )          (1,044 )          (3,320  )          (3,120  )
Amortization of intangible assets                                                   (333   )          (798   )          (1,013  )          (2,848  )
Share-based and non-cash compensation                                               (269   )          (364   )          (1,088  )          (2,213  )
Interest income                                                                     96                514               286                1,866
Other income (expense)                                                              168               (1,471 )          (789    )          776
          Profit before income taxes                                                2,824             512               6,443              7,618
Income tax expense (benefit)                                                        213               (445   )          943                325
Net income                                                                          2,611             957               5,500              7,293
          Less: Net income attributable to the noncontrolling interest              -                 (2     )          (5      )          (18     )
Net income attributable to OpenTV                                              $    2,611        $    955          $    5,495         $    7,275

SOURCE: OpenTV Corp.

Investors: 
Brainerd Communicators 
Denise Roche, +1-212-986-6667 
roche@braincomm.com 
OR 
Press: 
OpenTV 
Christine Oury, +1-415-962-5433 
coury@opentv.com

OpenTV's new SDK is a fully integrated development suite that allows developers to write, compile, build, test and debug -- in real time -- interactive applications using the latest release of OpenTV Core2(TM) middleware. It features OpenTV's Integrated Development Environment (IDE), Virtual Set-Top Box (VSTB), SDK Application Programming Interface (API) and SDK Tools to generate and optimize interactive applications.

Parties interested in participating in the Beta Tester Program are encouraged to sign up through OpenTV's new Community Portal at http://community.opentv.com. The portal is also accessible through OpenTV's Web site under "Support" and "Developer Tools."

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. The company's software has been integrated in more than 138 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.

SOURCE: OpenTV Corp.

OpenTV 
Christine Oury, +1 415-962-5433 
coury@opentv.com

As of the close of business on Monday, November 2, 2009, approximately 1,535,792 Class A shares of OpenTV had been tendered into and not withdrawn from the offer.

About The Kudelski Group

The Kudelski Group (SIX: KUD.VX) is a world leader in digital security and convergent media solutions for the delivery of digital and interactive content. Its technologies are used in a wide range of services and applications requiring access control and rights management to secure the revenue of content owners and service providers for digital television and interactive applications across broadcast, broadband and mobile delivery networks. The Kudelski Group is also a world technology leader in the area of access control and management of people or vehicles to sites and events. It additionally offers professional recorders and high-end Hi-Fi products. The Kudelski Group is headquartered in Cheseaux-sur-Lausanne, Switzerland. Please visit www.nagra.com for more information.

IMPORTANT INFORMATION

This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. Kudelski SA and Kudelski Interactive Cayman, Ltd., a subsidiary of Kudelski SA, have filed a Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO with the SEC containing an offer by Kudelski Interactive Cayman, Ltd. to purchase all of the outstanding Class A shares of OpenTV not owned by Kudelski SA or its subsidiaries for US$1.55 per share. The tender offer and withdrawal rights are scheduled to expire at 11:00 pm New York City time on Thursday, November 12, 2009, unless extended as described in the offer to purchase filed with the SEC. The tender offer is being made solely by means of the offer to purchase, and the exhibits filed with respect thereto (including the letter of transmittal), which contain the full terms and conditions of the tender offer. OpenTV shareholders are urged to read carefully in their entirety those and other documents filed with the SEC, as they may be amended, because they contain important information about the tender offer. OpenTV shareholders can obtain copies of all materials filed by Kudelski SA with the SEC free of charge at the SEC's website, www.sec.gov, or by calling MacKenzie Partners, Inc., the Information Agent for the tender offer, toll-free at 800-322-2885. Shareholders can also access these and other materials related to the tender offer at www.opentvvalue.com.

SOURCE: The Kudelski Group

Investors: 
Kudelski Group 
Santino Rumasuglia, +41-21-732-01-24 
OR 
MacKenzie Partners 
Amy Bilbija/Bob Marese, 650-798-5206/212-929-5500 
OR 
Media: 
(European media) 
Kudelski Group 
Daniel Herrera, +41-21-732-01-81 
OR 
(US media) 
Sard Verbinnen & Co 
Andrew Cole/Diane Henry, 415-618-8750

Further, Kudelski encourages OpenTV shareholders to keep in mind the following key elements:

PREMIUM ALL CASH OFFER AVAILABLE TO ALL OPENTV SHAREHOLDERS

The tender offer is compelling and open to all shareholders, but take note that Kudelski will not overpay for an asset it has controlled since 2007 and whose value is at significant risk.

OPENTV HAS SIGNIFICANT REVENUES AND PROFITABILITY AT RISK AS A STANDALONE COMPANY

OpenTV's ability to create shareholder value as a standalone public company is at serious risk due to the rapidly changing competitive landscape, and Kudelski believes that a material portion of OpenTV's revenues within the current top 20 customer base are declining, with a continuing trend year-over-year in the future.

OpenTV is today the only remaining standalone middleware provider in a market where customer demand for middleware only products is weakening and where customers are increasingly opting for integrated end-to-end solutions.

MATERIAL INVESTMENTS NEEDED TO ENSURE OPENTV VIABILITY

Were OpenTV to remain independent, Kudelski would advocate through its majority position on OpenTV's board of directors for a three-year expenditure of US$100 million to US$150 million on developing new technology and solutions through R&D, acquisitions and other strategic initiatives to ensure OpenTV a legitimate opportunity for viability as a standalone entity.

MAJOR OPENTV SHAREHOLDER RECENTLY SOLD MAJORITY OF ITS HOLDINGS AT AN AVERAGE PRICE BELOW TENDER OFFER PRICE

Kudelski is convinced that Arcadia is just repeating many of the assertions, which appeared to be inaccurate, previously made by Discovery Group regarding OpenTV's value. Discovery Group, which recently sold more than 7 million shares, or the majority of its OpenTV shares, for an average sale price below US$1.55, had six months ago strongly and publicly advocated that OpenTV's fair value was US$2.00 to US$2.50.

OpenTV shareholders should also remember that on the first trading day after the withdrawal of our US$1.35 per share proposal earlier this year, OpenTV's shares closed down 20% from their prior closing price, which Kudelski believes showed that OpenTV's share price had been artificially inflated following Kudelski's proposal by unrealistic value expectations and short term speculation among shareholders.

Kudelski recommends that you to take into consideration all the foregoing elements when considering whether to tender, but do not forget to ACT NOW BEFORE THE NOVEMBER 6, 2009 TENDER OFFER EXPIRATION.

Kudelski encourages all shareholders to make their decision as to whether or not to tender based upon all information available. The tender offer and withdrawal rights are scheduled to expire at 5:00 pm New York City time on Friday, November 6, 2009, unless extended as described in the Offer to Purchase filed with the SEC and distributed to shareholders. OpenTV shareholders are encouraged to visit www.opentvvalue.com for the latest information, frequently asked questions and relevant SEC filings containing further details on the tender offer. Shareholders can also call MacKenzie Partners, Inc., the Information Agent for the offer, at (800) 322-2885 (toll-free).

About The Kudelski Group

The Kudelski Group (SIX: KUD.VX) is a world leader in digital security and convergent media solutions for the delivery of digital and interactive content. Its technologies are used in a wide range of services and applications requiring access control and rights management to secure the revenue of content owners and service providers for digital television and interactive applications across broadcast, broadband and mobile delivery networks. The Kudelski Group is also a world technology leader in the area of access control and management of people or vehicles to sites and events. It additionally offers professional recorders and high-end Hi-Fi products. The Kudelski Group is headquartered in Cheseaux-sur-Lausanne, Switzerland. Please visit www.nagra.com for more information.

IMPORTANT INFORMATION

This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. Kudelski SA and Kudelski Interactive Cayman, Ltd., a subsidiary of Kudelski SA, have filed a Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO with the SEC containing an offer by Kudelski Interactive Cayman, Ltd. to purchase all of the outstanding Class A shares of OpenTV not owned by Kudelski SA or its subsidiaries for US$1.55 per share. The tender offer is being made solely by means of the Offer to Purchase, and the exhibits filed with respect thereto (including the letter of transmittal), which contain the full terms and conditions of the tender offer. OpenTV shareholders are urged to read carefully in their entirety those and other documents filed with the SEC, as they may be amended, because they contain important information about the tender offer. OpenTV shareholders can obtain copies of all materials filed by Kudelski SA with the SEC free of charge at the SEC's website, www.sec.gov, or by calling MacKenzie Partners, Inc., the Information Agent for the tender offer, at (800) 322-2885 (toll-free). Shareholders can also access these and other materials related to the tender offer at www.opentvvalue.com.

This communication contains forward-looking statements that involve certain risks and uncertainties that are difficult to predict. These statements are based on current expectations of Kudelski and its affiliates and currently available information. They are not guarantees of future performance and are based upon assumptions as to future events that may not prove to be accurate.

(1) Based upon valuing the aggregate Class A and Class B shares at the US$1.55 per share offer price. Does not reflect any premium that would be associated with the higher voting Class B shares.

SOURCE: The Kudelski Group

Investors: 
Kudelski Group 
Santino Rumasuglia, +41-21-732-01-24 
or 
MacKenzie Partners 
Amy Bilbija/Bob Marese 
650-798-5206/212-929-5500 
or 
Media: 
Kudelski Group 
Daniel Herrera (European media) 
+41-21-732-01-81 
or 
Sard Verbinnen & Co 
Andrew Cole/Diane Henry (US media) 
415-618-8750