Berman Tabacco

OpenTV

In re: OpenTV Shareholder Litigation., No. C-09-04896 MHP (N.D. Cal.)

Berman Tabacco represented OpenTV shareholders who challenged a proposed buyout transaction (the “Transaction”) by the controlling shareholders. Plaintiffs alleged that the proposed tender offer price was grossly inadequate, coercive in a number of respects and failed to disclose sufficient information to allow public shareholders to make an informed decision as to whether to tender their shares.

As co-lead counsel, the firm negotiated a proposed settlement that, among other things, obtained additional disclosures and removed coercive elements from the Transaction. Specifically, defendants agreed (1) not to delist OpenTV from the NASDAQ Global Market within six months of the Transaction closing unless all Class A shares were redeemed; (2) to offer the same Transaction price to remaining shareholders after the Transaction closing, provided 90% or more shares had been tendered in the Transaction; and (3) to make certain other key disclosures in an amended “Schedule TO” statement, including a comparison of median multiples of value for OpenTV and comparable selected broadcasting solutions vendors, and (4) representations that defendants did not intend to take any actions to transform OpenTV into a passive foreign investment company

Case Information

  • Settlement Amount:
    Improved terms of Tender Offer