2009-11-11 17:55:03 -

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 suggests 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 Rofé 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.


Arcadia Capital Advisors, LLCKelly Sinclair, +1-516-466-5258 Kelly@arcadiacap.com : mailto:Kelly@arcadiacap.com