NDS, News Corporation and Permira Announce the Successful Completion of the Transaction to Take NDS Private
February 05 2009 - 5:48AM
Business Wire
NDS Group Limited (�NDS�) (Nasdaq:NNDS), News Corporation and
Permira Advisers LLP (�Permira�) are pleased to announce that the
scheme of arrangement to effect the going private transaction of
NDS has now become fully effective. The effectiveness of the scheme
results in two subsidiaries of funds advised by Permira (the
�Permira Newcos�) and News Corporation owning approximately 51% and
49% of NDS, respectively, in each case subject to dilution by
shares to be subscribed for by members of management and shares to
be issued as part of the option scheme to be established by
NDS.
The last day for trading in ADSs was February 4, 2009. The per
share consideration of $63.00 in cash is scheduled to be sent to
NDS shareholders and holders of ADSs shortly.
The independent committee of the board of directors of NDS was
advised by Citigroup Global Markets Limited and Weil, Gotshal &
Manges LLP. NDS was advised by Morgan Stanley & Co. Limited and
Allen & Overy LLP. News Corporation was advised by J.P. Morgan
Securities Inc., Skadden, Arps, Slate, Meagher & Flom LLP and
Hogan & Hartson LLP. The Permira Newcos and Permira were
advised by Goldman Sachs International, Clifford Chance LLP and
Fried, Frank, Harris, Shriver & Jacobson LLP.
About NDSNDS, a privately owned company whose controlling
shareholders are News Corporation and the Permira Newcos, supplies
open end-to-end digital technology and services to digital
pay-television platform operators and content providers. See
www.nds.com for more information about NDS.
About News CorporationNews Corporation (NASDAQ: NWS,
NWSA; ASX: NWS, NWSLV) had total assets as of September 30, 2008 of
approximately US$61 billion and total annual revenues of
approximately US$33 billion. News Corporation is a diversified
global media company with operations in eight industry segments:
filmed entertainment; television; cable network programming; direct
broadcast satellite television; magazines and inserts; newspapers
and information services; book publishing; and other. The
activities of News Corporation are conducted principally in the
United States, Continental Europe, the United Kingdom, Australia,
Asia and Latin America.
www.newscorp.com
About PermiraPermira is a European private equity firm
with an international reach. The funds, raised from pension funds
and other institutions, make long-term investments in companies
with the ambition of transforming their performance and driving
sustainable growth.
The firm's teams are based in Frankfurt, Guernsey, Hong Kong,
London, Luxembourg, Madrid, Milan, New York, Paris, Menlo Park,
Stockholm and Tokyo, advising funds with a total committed capital
of approximately EUR20 billion (US$28 billion). Since 1985, the
Permira Funds have completed over 190 private equity
transactions.
For more information visit: www.permira.com
Cautionary Statement Concerning Forward-looking
StatementsThis announcement may contain certain
�forward-looking statements� within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
based on management�s views and assumptions regarding future events
and business performance as of the time the statements are made.
Actual results may differ materially from these expectations due to
changes in global economic, business, competitive market,
regulatory and other factors. More detailed information about these
and other factors that could affect future results is contained in
our filings with the US Securities and Exchange Commission. Any
�forward-looking statements� included in this document are made
only as of the date of this document and we do not have any
obligation, nor do we undertake, to publicly update any
�forward-looking statements� to reflect subsequent events or
circumstances, except as required by law.
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