Shares that were validly tendered and not validly withdrawn have been accepted for payment, added Kudelski Group.

Following the acquisition of those shares validly tendered and not withdrawn, Kudelski will own approximately 91% of the voting rights in OpenTV.

In conjunction, Kudelski has commenced a subsequent offering period to acquire all of the remaining outstanding Class A shares for the same purchase price of USD1.55 per share.

The subsequent offering period will expire at 17:00 NYC time 20 November 2009, unless extended.

Comments on this story may be sent to admin@m2.com

Kudelski also announced today that it is providing and has commenced a subsequent offering period to acquire all of the remaining outstanding Class A shares. The subsequent offering period will expire at 5:00pm, New York City time, on Friday, November 20, 2009, unless extended as described in the offer to purchase filed with the SEC. During the subsequent offering period, holders of OpenTV Class A shares that were not previously tendered in the offer may tender their shares in exchange for the same purchase price of US$1.55 per share, net to the seller in cash, without interest and less applicable withholding taxes, that will be paid for shares tendered in the initial offering period. Any Class A shares that are validly tendered during the subsequent offering period will be immediately accepted for payment. Shares tendered during the subsequent offering period cannot be tendered by guaranteed delivery and may not be withdrawn.

The subsequent offering period provides all shareholders a final opportunity to receive immediate and certain liquidity at a value that exceeds the value that Kudelski believes OpenTV could deliver as a standalone public company. Kudelski urges all OpenTV shareholders to consider the following key facts regarding the tender offer:

-- OpenTV shareholders who do not tender risk holding an illiquid stock;

-- Kudelski will seek to delist OpenTV from the NASDAQ, deregister the shares with the Securities and Exchange Commission and suspend public reporting obligations at the appropriate time;

-- Kudelski has no obligation to redeem shares that are not tendered, unless 90% of all shares not owned by Kudelski are tendered;

-- OpenTV's recent profitability is not sustainable with 60% of revenues at risk;

-- There can be no assurance that shareholders will have the opportunity to sell their shares in the future at the tender offer price; and

-- Following the withdrawal of Kudelski's initial proposal to acquire the Class A shares in June 2009, the price of OpenTV's shares dropped significantly, closing down 20% in the first day of trading after the withdrawal.

For additional information, please visit www.opentvvalue.com.

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. The tender offer was made by Kudelski Interactive Cayman, Ltd., a subsidiary of Kudelski SA, pursuant to a Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO filed by Kudelski SA and Kudelski Interactive Cayman, Ltd. with the SEC. OpenTV shareholders considering tendering their shares in the subsequent offering period are urged to read carefully in their entirety the Schedule TO, the exhibits filed therewith (including the offer to purchase and letter of transmittal) and other documents filed with the SEC. 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.

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.

SOURCE: 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

"This new FOXTEL launch is a clear demonstration of what television is supposed to be," said Ben Bennett, OpenTV's Chief Executive Officer. "FOXTEL has shown great leadership over the years and this new launch is no exception. It is a significant milestone that embraces next generation television and the new viewing habits we are seeing in the industry as a whole. It's about viewer choice, quality, and about making television what it should be: entertaining and exciting. We're proud to be a part of this launch and applaud FOXTEL on this latest achievement."

FOXTEL Next Generation is truly about "what viewers want, when they want it, where they want it" allowing them to either watch live, on-demand or time-shifted television all powered by OpenTV. Highlights include:

-- The new "iSuggest" interactive TV guide has been developed by OpenTV and provides TV program recommendations to FOXTEL iQ and HD+ subscribers. With iSuggest, FOXTEL's programming can now be browsed using a friendly gallery of posters with access to detailed synopsis information. The ability to record programs from the gallery via a single button push means iSuggest will change the way FOXTEL iQ and HD+ viewers watch their FOXTEL service.

-- The new "Record Me" feature for iQ and HD+ subscribers: Record Me(TM) sends shows or movies straight to the iQ planner via a single button push during on-air promotions.

-- Brand-new Sky News Active and Weather Active applications deliver new features such as local news feeds and daily weather forecasts: these two flagship applications boast improved performance and a completely fresh look.

In addition to these compelling interactive applications, FOXTEL is launching 30 new channels, including ten new HD channels, eight time-shifted channels, and a new box office channel called "Movies on Demand," as well as FOXTEL Download, a brand-new, state-of-the-art online television service.

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.

About FOXTEL

FOXTEL is Australia's leading subscription television provider and is connected to 1.63 million homes on cable and satellite through retail and wholesale distribution. FOXTEL strives to ensure subscribers find TV they want to watch every time they switch on through delivery of more than 150 channels covering news, sport, general entertainment, movies, documentaries, music and children's programming. FOXTEL is owned by Telstra Corporation Ltd (50%), The News Corporation Ltd (25%), and Consolidated Media Holdings Ltd (25%).

Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6099982&lang=en

SOURCE: OpenTV Corp.

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

The Kudelski Group (SIX: KUD.VX) today commented on its tender offer commenced on October 5, 2009 to acquire all outstanding Class A shares of OpenTV Corp. (NASDAQ: OPTV) not already owned by Kudelski or its subsidiaries for US$1.55 per share in cash, implying a total equity value of at least US$215 million(1).

The Kudelski Group is committed to supporting OpenTV's customer franchise, management, employees and other stakeholders and has a clear plan requiring significant investments to ensure the mid- and long-term sustainability of OpenTV. Kudelski is determined to execute the plan, and, as a respectful controlling shareholder, will not compromise OpenTV's sustainability for purely short-term profit. Therefore, Kudelski would like to make sure that shareholders currently holding OpenTV shares understand the potential implications and risks for those who choose not to tender their shares.

The fairness and the merit of the transaction have been recognized by key customers and many shareholders. Here are some additional key facts supporting that the premium all cash offer provides higher value for all OpenTV shareholders relative to the current standalone strategy:

SEVERE CHALLENGES AHEAD FOR OPENTV

OpenTV's top 20 current customer business is declining, and a transformation is required. Below are several facts that support this assessment:

1. In its October 26, 2009 press release titled "BSkyB and OpenTV Extend Partnership" OpenTV said, "Sky has licensed OpenTV's patents and other intellectual property rights to support ongoing development of the company's digital television platform." While Kudelski highly values OpenTV's excellent relationship with BSkyB and sees it as a cornerstone of OpenTV's business, it is evident that the current relationship is changing. The new agreement will move OpenTV's relationship with BSkyB from a de-facto sole middleware provider to a licensor of intellectual property enabling the use of set-top boxes without OpenTV middleware. The license agreement allows BSkyB to build its own solutions, whereas previously the license was always included in OpenTV's products and solutions. While Kudelski fully supports OpenTV's efforts to remain the leading middleware supplier to BSkyB and other News Corp. accounts, this recently announced agreement will materially reduce OpenTV's revenues and profitability. BSkyB has repeatedly led the way for other News Corp. operators, so there is a risk that the BSkyB transition expands to other parts of News Corp. According to the latest OpenTV 10-K, revenues received from News Corp. entities represented 29% of the company's total revenues in 2008.

2. OpenTV and Kudelski Group entities such as Nagravision share multiple joint accounts. While OpenTV is the preferred partner in such accounts, Nagravision is not in a position to recommend OpenTV solutions when the OpenTV solution does not address market needs. Kudelski sees that most of its future business will be generated by new solutions not currently addressed by OpenTV middleware. In order for the Kudelski Group to continue to bring new customer prospects to OpenTV, OpenTV's product roadmap should be drastically accelerated and completed, as advocated by Kudelski. In 2008, around 30% of OpenTV's revenues were with joint Kudelski accounts, and US$8.6 MM came directly through the Kudelski resale agreement.

3. As disclosed in OpenTV's 2008 10-K, annual revenues from EchoStar, once a top OpenTV customer, have declined nearly 60% (from US$13.2 MM to US$5.8 MM) since 2006, when EchoStar's revenue contribution was 13% of OpenTV's total revenues. This trend is likely to continue.

4. OpenTV's past and current R&D efforts account for an important percentage of its revenues, but are not sufficient to service all forecasted customer accounts nor to compensate for revenue erosion from OpenTV's current top 20 accounts.

In total, the above revenue sources represented approximately 60% of OpenTV's 2008 revenues. A significant amount of that revenue is at risk. As detailed in its presentation filed with the SEC on October 26, 2009, Kudelski's projections for OpenTV's 2011 revenues assumed 15% middleware billings adjustments. Recent developments confirm this downward trend, and Kudelski believes OpenTV's revenues generated with current top 20 customers are likely to further decline. Alternative approaches to valuing OpenTV did not take these important factors into account. In its 12 years of existence, OpenTV has been profitable in only one year; the loss of a single major account would have a significant bottom-line negative impact.

Kudelski would like to correct some inaccurate statements and arguments that have been made about the transaction:

-- In such a fast evolving and highly volatile technological environment, using historical valuation metrics and inappropriate comparables as a basis for measuring the fair value of OpenTV is misleading. The problem is magnified when the comparison ignores the business fundamentals and investment environment facing OpenTV today. Kudelski does not believe that comparing OpenTV's subscale operations with an optimally sized organization with a different scope of activities is appropriate, especially in an industry where size does matter.

-- Discovery Group was until recently OpenTV's second largest investor and previously made public statements suggesting that Kudelski's $1.55 per share offer price was materially too low. In recent weeks Discovery Group sold more than seven million shares, representing the majority of its OpenTV shareholdings, for an average sale price below US$1.55 per share. We believe this is a significant development and indicates that Discovery Group has revised its assessment of OpenTV's value and recognizes the superior value of our offer.

SHAREHOLDERS SHOULD DECIDE BEFORE EXPIRATION ON NOV. 12

As a reminder, 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. To learn more about the tender offer, please visit www.opentvvalue.com where you will find the latest information, frequently asked questions and relevant SEC filings containing further details on the tender offer. If you have any questions, please 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 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.

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: Kudelski Group

Investor: 
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