Spyglass, OpenTV in $2.5B Merger

BOSTON (03/27/2000) - Spyglass Inc. and OpenTV Inc. today announced they will merge in a deal valued at approximately US$2.5 billion.

Spyglass is a provider of software and services for Internet devices, including Web browsers, and OpenTV makes software for digital interactive television.

Under the terms of the agreement, OpenTV will acquire all of Spyglass' outstanding stock, according to a statement from the companies. Spyglass shareholders will receive 0.7236 OpenTV Series A ordinary shares in exchange for each share of Spyglass common stock, the statement said. Both companies' boards of directors have approved the deal, though the customary regulatory approvals remain to be secured, the companies said.

The combined company, known as OpenTV, will focus on helping cable and satellite TV network operators, broadcasters, wireless operators and device manufacturers move from narrowband broadcasting to broadband interactive networks, according to the statement. Of particular interest to OpenTV was Spyglass' Prism, which is server-based software designed to reorganize and reformat standard Web content to display it on set-top boxes, and Spyglass' customer base, the statement said.

Jan Steenkamp will continue as president and chief executive officer of OpenTV, and Spyglass' chairman and CEO, Doug Colbeth, will become executive vice president, corporate development, of a newly formed wireless communications unit, the statement said. Martin Leamy, Spyglass' president, will head up the company's newly formed consulting services unit, it said.

Spyglass and OpenTV will hold a conference call today at 2:00 p.m. EST, which can be accessed by dialing +1-719-457-2637.

Spyglass, in Naperville, Illinois, can be reached at +1-630-505-1010 or at http://www.spyglass.com/. OpenTV is at http://www.opentv.com/.

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