Wednesday, August 13, 2008

NDS to Go Private with Support from News Corp., Permira

NDS announced plans to become a privately-held company. News Corporation and the Permira Newcos will acquire all issued and outstanding NDS Series A ordinary shares, including those represented by American Depositary Shares traded on NASDAQ, for the previously announced per share consideration of $63 in cash.

The consummation of the transaction would result in NDS ceasing to be a public company, and the Permira Newcos and News Corporation owning approximately 51% and 49% of NDS, respectively. Approximately 67% of the NDS Series B ordinary shares held by News Corporation would be cancelled in exchange for $63 per share in a mix of cash of approximately $1.52 billion and a $242 million vendor note. The transaction is expected to close by the end of the year or early 2009.

"With the convergence of broadband and broadcast technology, new frontiers lie ahead for NDS. NDS needs to have the strategic agility and flexibility to enter into any type of value enhancing transactions. The current ownership structure was imposing certain limitations. Therefore News Corporation has decided to reduce its ownership position in NDS so that NDS can capitalize on these new opportunities with a more independent structure and the expertise of Permira," commented Abe Peled, Chairman and CEO of NDS.

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