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minofmeer 11 november 2009 22:21

once again says "Don't Tender" 11-Nov-09 01:51 pm GREAT NECK, N.Y., Nov 11, 2009 (BUSINESS WIRE) -- Arcadia Capital Advisors, LLC
("Arcadia") is filing with the U.S. Securities and Exchange Commission an
amendment to Schedule 14D-9 which highlights recent developments relevant to
Kudelski Group's ("Kudelski") Tender Offer made on October 5, 2009 ("Tender
Offer"). The entire letter will be available tomorrow at www.sec.gov.

As disclosed in the filing, Arcadia issued an Open Letter to OpenTV
(NASDAQ:OPTV) ("OpenTV") shareholders that outlines several recent developments
which Arcadia believes further justify rejecting the present Tender Offer from
Kudelski while encouraging Kudelski to make a higher offer:

(1) RiskMetrics, a leading independent M&A and proxy advisory firm, recommends
shareholders to NOT tender at the offering price of $1.55,

(2) Kudelski's revisions to its Tender Offer, filed on October 30, 2009, reduce
certain risks facing shareholders who do not tender,

(3) OpenTV reported strong third quarter results, and

(4) Kudelski's revised Tender Offer removes financing condition and! suggest s
that Kudelski has the financing capacity to pay more than $1.55.

The letter urged OpenTV shareholders to follow RiskMetrics' recommendation to
NOT tender their shares. RiskMetrics concluded that "given the significant
valuation gap, our concerns with potential conflicts of interest of board
members, and the risk that Kudelski could undertake a "going dark transaction"
if a large number of shareholders tender, we recommend that shareholders not
tender their shares." We agree with RiskMetrics that the Tender Offer is fraught
with governance and valuation challenges and should be rejected.

Arcadia's Managing Director Richard Rofe stated, "Given RiskMetrics' strong
recommendation and the stock's recent trading history, we believe Kudelski's
offer at $1.55 will not be successful. Since it appears that Kudelski has the
financing capacity in place to pay a higher price and would realize significant
synergies from the acquisition, we hope that Kudelski will improve its offer in
the near future so that Arcadia and the rest of OpenTV shareholders can support
it."

Disclaimer: Permission to use quotations from RiskMetrics Group's report was
neither sought nor obtained.

About Arcadia Capital Advisors, LLC: Arcadia Capital Advisors is a private
investment firm based in New York. Arcadia Capital Advisors employs a
value-oriented investment philosophy in the management of long/short equity
hedge funds.

SOURCE: Arcadia Capital Advisors, LLC

[verwijderd] 12 november 2009 16:40

xml.10kwizard.com/filing_raw.php?repo...

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