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 NDS
NDS, 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 Corporation
News 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 Permira
Permira 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 Statements
This
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.
NDS
Yael Fainaro (Investor Relations)
Tel: +44 20 8476
8287
or
News Corporation
Reed Nolte (Investor
Relations)
Tel: +1 212 852 7092
or
Permira
Chris
Davison
Tel: +44 20 7632 1000
