Alliance creates broadest combined product offering in worldwide digital television industry
Cheseaux, Switzerland – 19 October 2006 – The Kudelski Group, a world leader in digital security (SWX Swiss Exchange: KUD.VX), and Liberty Media Corporation (NASDAQ: LINTA, LCAPA) today announced the signing of a stock purchase agreement by which Kudelski will acquire from Liberty a controlling ownership interest in OpenTV Corporation (NASDAQ GM: OPTV), a leading provider of enabling technologies for advanced digital television services based in San Francisco, California, USA.
OpenTV is the number one provider of set-top box middleware in the world across cable, satellite, and IPTV platforms, with more than 73 million deployments in 96 countries. The software enables the delivery of digital and interactive television with a wide array of functionality, including enhanced television, a rich set of applications and enhanced content, interactive and addressable advertising, games and gaming, personal video recording, and a variety of consumer care and communication applications. OpenTV's middleware has been ported across multiple vendor solutions and has been proven best in class for scalability and adaptability.
OpenTV’s customer base includes many of the largest North American operators, such as EchoStar, Time Warner, Bell ExpressVu, and StarChoice for middleware and interactive applications, as well as Comcast, Charter, and Cox for interactive advertising. In Europe, OpenTV has expanded its large, more traditional customer base of operators such as BSkyB and TPS with high-potential customers including UPC and Sky Italia. Finally, OpenTV is well positioned in the Asia Pacific region where it supplies its middleware to Starhub, Foxtel, Austar, Essel and others. OpenTV participates in the CableLabs North American-focused OpenCable initiative, and is also party to the patent pool responsible for licensing of IP relevant to the OCAP and MHP effort.
Together, Kudelski and OpenTV are uniquely positioned to provide enabling technologies for the key revenue drivers of the digital television industry including content protection technology to secure subscription revenues, on-demand services, a very broad set of established interactive applications, and enabling technologies for enhanced and interactive advertising.
Andre Kudelski, Chairman and CEO of Kudelski, said "Clients increasingly demand turnkey solutions. With this transaction we can more closely align Kudelski's Nagravision systems integration know-how and security with OpenTV's scalable and market proven middleware and their emerging interactive advertising solutions. The transaction allows us to be more responsive to clients that want either combined systems solutions or only parts of the system, such as only conditional access or middleware, providing them with a better choice and service. Meanwhile both OpenTV and Nagravision will continue to support respectively other third party conditional access systems and middleware when specified by their customers."
Kudelski expects the transaction to add value to both companies by accelerating and extending OpenTV's product development, opening up new markets to OpenTV’s product suite, and creating a strong combined ecosystem of products. In addition, the Kudelski Group supports OpenTV’s strong commitment to continue to develop and hire the best engineers, sales people, and management.
"Aligning ourselves with a global leader in the digital television sector like Kudelski will help us immediately extend our product line into new markets while allowing us to continue to offer products and services on a standalone basis,” said James A. (Jim) Chiddix, Chairman and CEO of OpenTV. “We think this deal offers us and the industry a myriad of new opportunities."
OpenTV’s Class A shares will remain outstanding and will continue to be separately listed and traded on NASDAQ, enabling OpenTV to maintain independent employee incentive programs and retaining OpenTV’s ability to participate in the ongoing consolidation of the interactive software sector.
Following the closing of this transaction, directors designated by the Kudelski Group will comprise the majority of the Board of Directors of OpenTV. André Kudelski will become Chairman of the Board and Jim Chiddix will assume the role of Vice Chairman. In addition, the Kudelski Group expects to appoint as Chief Executive Officer of OpenTV Alan Guggenheim, currently Executive Vice President of the Kudelski Group and CEO of NagraStar, a joint venture between the Kudelski Group and EchoStar.
OpenTV will be fully consolidated in Kudelski’s accounts. Over the last three years, OpenTV has experienced double digit sales growth, and is on track to post positive Adjusted EBITDA before unusual items for 2006. The transaction is expected to be EPS accretive for Kudelski starting in 2008. OpenTV has a strong balance sheet with no financial debt and cash and equivalents of around USD 65 million as of June 30, 2006.
Kudelski has been advised in this transaction by Credit Suisse.
Transaction details and structure
Subject to the fulfilment of certain closing conditions, Kudelski will acquire 6,533,951 Class A ordinary shares and 30,206,154 Class B ordinary shares of OpenTV held by Liberty for USD 3.60 in cash per ordinary Class A and Class B share, equating to an aggregate cash purchase price of USD 132,264,378. The Class A and Class B ordinary shares to be acquired collectively represent approximately 26.7% of the economic interest and 74.7% of the voting interest of OpenTV’s ordinary shares outstanding as of 30 September 2006. The parties expect the transaction will close by the end of the first quarter 2007. OpenTV was not a party to the stock purchase agreement.
As part of the transaction, Liberty is expected to contribute close to USD 20 million to OpenTV (or USD 0.14 per share), representing 71.4% of the premium received by Liberty for the shares being sold above the closing price of OpenTV’s Class A ordinary shares on 17 October 2006, consistent with an existing agreement between Liberty and OpenTV signed in February, 2006. OpenTV will receive USD 5,395,171 of this amount at closing with the remainder to be paid after release of funds from an indemnity escrow account.
About the Kudelski Group
The Kudelski Group (SWX: KUD.VX), is a world leader in digital security. Its technologies are used in a wide range of applications requiring access control and rights management, whether for securing transfer of information (digital television, broadband Internet, video-on-demand, interactive applications, etc.) or to control and manage access of people or vehicles to sites and events. The Kudelski Group is headquartered in Cheseaux-sur-Lausanne, Switzerland. For more information, please visit www.nagra.com.
About Liberty Media Corporation
Liberty Media Corporation is a holding company that owns interests in a broad range of electronic retailing, media, communications and entertainment businesses. Those interests are attributed to two tracking stock groups: the Liberty Interactive group, which includes Liberty's interests in QVC, Provide Commerce, IAC/InterActiveCorp and Expedia, and the Liberty Capital group, which includes all of Liberty's assets that are not attributed to the Liberty Interactive group, including Liberty's interests in Starz Entertainment Group and News Corporation. For more information, please visit www.libertymedia.com.
OpenTV (NASDAQ GM: OPTV) is one of the world's leading providers of technologies and services enabling the delivery of digital and interactive television. The company's software has been integrated in over 73 million digital set-top-boxes in 96 countries. The software enables enhanced program guides, video-on-demand, personal video recording, enhanced television, interactive shopping, interactive and addressable advertising, games and gaming and a variety of consumer care and communication applications. For more information, please visit www.opentv.com.
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