NEWS RELEASE
News Corporation, Permira and NDS Announce Signing of Agreement to Take NDS Private
NEW YORK and LONDON – August 14, 2008:News
Corporation, two newly incorporated subsidiaries of funds advised
by Permira Advisers LLP (the "Permira Newcos") and
NDS Group plc today announced that they have signed an agreement
pursuant to which News Corporation and the Permira Newcos would
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.
The independent committee of the board of directors of NDS has
approved the agreement and will recommend to the holders of the
NDS Series A ordinary shares that they vote in favor of the scheme
of arrangement implementing the transaction. The independent
committee 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 NDS Series A ordinary shares, including
those in the form of American Depositary Shares.
Commenting on the transaction, Abe Peled, Chairman and CEO of
NDS said:
"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."
The consummation of the transaction contemplated by the agreement
is conditioned upon, among other conditions, 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, the availability of a
requisite amount of funds at NDS and certain other customary
conditions. There can be no assurance that the transaction will
be consummated.
NDS has published an announcement of the agreement in the United
Kingdom which will be filed on Form 8-K with the SEC. NDS will
file a proxy statement in connection with the proposed transaction.
The proxy statement will be mailed to the holders of NDS Series
A ordinary shares in the United States.
The signing of the agreement follows NDS's announcement on August
5, 2008 that the independent committee of its board of directors
had reached an agreement in principle with News Corporation and
the Permira Newcos on a price of $63 per share.
The independent committee of the board of directors of NDS is
advised by Citigroup Global Markets Limited and Weil, Gotshal & Manges
LLP. News Corporation is advised by J.P. Morgan Securities Inc.,
Skadden, Arps, Slate, Meagher & Flom LLP and Hogan & Hartson
LLP. The Permira Newcos and Permira Advisers LLP are advised
by Goldman Sachs International and Clifford Chance LLP. NDS is
advised by Morgan Stanley & Co Limited and Allen & Overy
LLP.
About News Corporation
News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total
assets as of June 30, 2008 of approximately US$62 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 the Pacific Basin.
www.newscorp.com
CONTACT
News Corporation
Reed Nolte (Investor Relations)
Tel: +1 212 852 7059
About Permira
Permira is an international private equity firm. The Permira
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, Stockholm
and Tokyo, advising funds with a total committed capital of approximately
EUR22 billion (US$30 billion).
For more information visit: www.permira.com
CONTACT
Permira Advisers LLP
Chris Davison (Investor Relations)
Tel: +44 20 7632 1000
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
Important Additional Information Will Be Filed With
the SEC
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 will be
set forth in the proxy statement relating to the proposed transaction
when it becomes available.
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 the views and assumptions of the management of News Corporation
and NDS 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 the filings of News Corporation and NDS 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.