Kudelski seems to have got almost everything it wanted from the other OpenTV shareholders, with the last shareholders selling out after Kudelski made it clear it would use up all of the OpenTV cash on R&D, if it failed to take complete control of the company. It was perhaps the most unseemly smash and grab we have seen in modern corporate media history and the set top middleware company will shortly be de-listed from Nasdaq and merged into Kudelski.
Shareholders have still only conceded 60% of the voting shares Kudelski didn’t own, at $1.55 a share, but that means it now has voting rights of 91%. This perhaps gets over any issues it had about running it properly, but until it gets it de-listed from the stock exchange it still has to respect the rights of the minority shareholders, so it won’t be able to raid its coffers quite yet.
Back in February it tried the same move at $1.35 a share, but shareholder response was unanimous that this was far too low a price. The company has effectively been valued at just over $200 million, while having over $100 million in the bank. When the second offer was first made, only a few percent of the A shareholders conceded the deal, and it was not until Kudelski made aggressive statements about how it was committed to spend $100 million or more on R&D, whether the deal went ahead or not, that it convinced shareholders to move.
‘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,’ read a Kudelski statement.