NDS Announces Agreement in Principle
to Take the Company Private
NEW YORK and LONDON – August 5, 2008: NDS
Group plc today announced that the independent committee of its
board of directors has reached an agreement in principle with
News Corporation and two subsidiaries of funds advised by Permira
Advisers LLP on a price at which News Corporation and the Permira
entities would acquire all issued and outstanding NDS Series
A ordinary shares, including those represented by American Depositary
Shares traded on NASDAQ, for 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 entities and
News Corporation owning approximately 51% and 49% of NDS, respectively.
The transaction is subject to negotiation and execution of
final legal documentation. The consummation of the transaction
would also be conditioned upon the receipt of certain regulatory
approvals, the approval of the transaction by holders of the
NDS Series A ordinary shares, the approval of the High Court
of Justice of England and Wales and certain other customary
conditions. There can be no assurance that the parties will
enter into final legal documentation or that any transaction
will be consummated.
The agreement in principle follows a proposal made by News Corporation
and the Permira entities on June 27, 2008 to acquire the publicly
held shares of the Company for $60 per share. The independent
committee of the board of directors of NDS, advised by Citigroup
Global Markets Limited and Weil, Gotshal & Manges LLP, has
received an opinion from Citi that the per share consideration
of $63 in cash is fair, from a financial point of view, to holders
of the Series A NDS ordinary shares, including those in the form
of American Depository Shares.
About NDS
NDS Group plc (NASDAQ: NNDS), a majority owned subsidiary of
News Corporation, 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.
CONTACT
| NDS Group plc |
|
| Yael Fainaro (Investor Relations) |
|
| Tel: +44 20 8476 8287 |
|
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Important Additional Information Will Be Filed
With the SEC
If and when the parties enter into definitive legal
documentation in connection with the proposed transaction, NDS
will file a proxy statement with the Securities and Exchange
Commission. Shareholders are advised to read the proxy statement
if and when it becomes available, because it will contain important
information about the proposed transaction and the parties thereto.
Shareholders may obtain a free copy of the proxy statement (if
and when available) and other documents filed by NDS at the Securities
and Exchange Commission's Web site at http://www.sec.gov and
from NDS.
NDS and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation
of proxies from its shareholders in connection with the proposed transaction.
Information concerning the interests of NDS' participants in the solicitation,
which may be different than those of NDS shareholders generally, is
set forth in NDS' proxy statements and Annual Reports on Form 10-K,
previously filed with the Securities and Exchange Commission, and in
the proxy statement relating to the proposed transaction if and when
it becomes available.
Cautionary Statement Concerning Forward-looking Statements
This document 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.