OpenTV’s largest independent shareholder is proposing the middleware company buy back the 32% economic stake currently held by the Kudelski Group at $1.35 (€0.97) per share. The proposals from the Discovery Group come in a letter sent to OpenTV’s Board of Directors following last week’s rejection of the Kudelski bid by a Special Committee.
“Kudelski Group and Andre Kudelski do not see the inherent opportunity and value in OpenTV’s business and lack confidence in OpenTV’s management team and employees,” wrote the letter. It goes on to describe the position of Andre Kudelski as OpenTV chairman and his company’s position as controlling shareholder as a “terrible state of affairs”.
In what is becoming a war of words between Discovery Group and Kudelski, the organisation refers to Kudelski’s riposte to the Special Committee’s findings as a “tersely worded response”. Discovery Group accuses Kudelski of eying up OpenTV’s $114.2 million of cash reserves for its global business, while ignoring the wishes of the company’s US shareholders, which hold 68% of the equity. It also says Kudelski has been responsible for a number of appointments to the board that lack independence.
Discovery Group had already rejected the Kudelski offer in a response dated April 2. Last week Kudelski said the Group had failed to acknowledge the contribution of Kudelski towards OpenTV’s turnaround. It said the Special Committee’s assessment was over optimistic and that the company needed additional investment in order to meet the challenge of next generation set-top development.
