Berman DeValerio and Wolf Popper Announce that Kudelski and Plaintiff Reach Settlement in Class Action over OpenTV Transaction.

SAN FRANCISCO -- Headline should read: ...Announce that... (sted Accounce) and first sentence should read: ...counsel for plaintiff... (sted council for plantiff).

The corrected releases reads:

BERMAN DEVALERIO AND WOLF POPPER ANNOUNCE THAT KUDELSKI AND PLAINTIFF REACH SETTLEMENT IN CLASS ACTION OVER OPENTV TRANSACTION

The law firms of Berman DeValerio and Wolf Popper LLP, counsel for plaintiff in Foley v. Kudelski SA, et al., No. C09-04896, issue the following statement:

As disclosed in Amendment No. 3 to the Tender Offer Statement of Kudelski Interactive Cayman, Ltd. and Kudelski SA, which was filed with the Securities and Exchange Commission ("SEC") on October 30, 2009, defendants (together, "Kudelski") and plaintiff in the class action titled Foley v. Kudelski SA, et al., No. C09-04896, which is pending in federal court in San Francisco, entered into a memorandum of understanding on October 29, 2009, settling the action in principal. Under the terms of the memorandum of understanding, among other things:

* Kudelski will not seek to have OpenTV delisted from the NASDAQ Global Market for at least six months after the expiration of the tender offer that was commenced by Kudelski on October 5, 2009 (the "transaction") unless Kudelski effectuates a redemption as specified below.

* If at the expiration of the transaction, Kudelski has obtained 90% or more of the Class A shares of OpenTV eligible to tender, Kudelski will, forthwith, cause OpenTV to redeem the remaining OpenTV Class A shares at the same price per share as paid to those who tendered their Class A shares in the transaction; and

* If at the expiration of the transaction, Kudelski has obtained 90% or more of the voting power of OpenTV, and if Kudelski chooses to cause OpenTV to redeem the remaining OpenTV Class A shares within eighteen months of the expiration of the transaction, Kudelski will cause OpenTV to redeem the remaining shares at least at the same price per share as paid to those who tendered their shares in the transaction.

As disclosed by Kudelski in their press release dated November 13, 2009, as of November 12, 2009, OpenTV shareholders had tendered approximately 56.3 million OpenTV shares of the approximately 93.5 million of the OpenTV shares not already owned by Kudelski, or approximately 60% of those shares. Upon acquisition of these shares, Kudelski will own approximately 91% of the voting rights in OpenTV. Based on these figures, as of November 12, 2009, approximately 37 million OpenTV shares not owned by Kudelski remained outstanding. Should Kudelski acquire, prior to expiration of the Tender Offer, 90% or more of the Class A shares of OpenTV that were not already owned by them prior to the transaction, as many as approximately 9.3 million shares would then be outstanding and, under the terms of the memorandum of understanding, Kudelski would cause those remaining shares to be redeemed at the same price per share as paid to those who tendered their shares in the transaction.

The memorandum of understanding also provides that Kudelski would disclose that they do not intend to take any actions to transform OpenTV into a passive foreign investment company and that they would include certain additional disclosures in an amendment to their Schedule TO, including, among other things, detailed information concerning financial analyses that were performed for Kudelski by Credit Suisse concerning the value of OpenTV. These analyses include, among other things, a comparison of multiples for selected broadcasting solution vendors with multiples for OpenTV implied by the $1.55 per share offer price. This information was disclosed in Amendment No. 3 to the Schedule TO, which was filed with the SEC on October 30, 2009, and is available at www.sec.gov.