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News Corp. seeks to acquire its public subsidiary NDS Group
By Lisa Kerner
Charlotte, N.C., June 27 - News Corp., along with two newly incorporated companies formed by funds advised by Permira Advisers LLP proposed acquiring News Corp.'s majority owned public subsidiary NDS Group plc through a scheme of arrangement.
Under the proposed transaction, NDS would cease being a public company and Permira Newcos and News Corp. would own 51% and 49% of NDS, respectively, a News Corp. news release stated.
NDS Group said it appointed an independent committee to review the proposal in conjunction with Citigroup Global Markets Ltd., Allen & Overy LLP and Weil, Gotshal & Manges LLP.
Under News Corp.'s proposal, all issued NDS series A ordinary shares, including shares represented by American Depositary Shares traded on the Nasdaq, would be cancelled for per-share consideration of $60.00 in cash.
Approximately 68% of the series B ordinary shares held by News Corp. would be cancelled in exchange for $60.00 per share in a mix of cash of approximately $1.5 billion and a $200 million vendor note, said the release.
According to News Corp., it currently owns approximately 72% of the equity and 96% of the voting power of NDS through its ownership of 100% of the outstanding series B shares.
News Corp. will retain ownership of the remaining 32% of the series B ordinary shares it currently holds, resulting in it owning 49% of NDS pro forma for the transaction.
NDS would issue new series B ordinary shares to the Permira Newcos representing 51% of its equity pro forma for this transaction, it said in the release.
Funds advised by Permira, an international private equity firm, will provide equity financing, while JP Morgan and Morgan Stanley will provide debt financing.
News Corp., a New York-based media company, expects that the transaction would become effective in the fourth quarter of 2008.
NDS Group supplies open end-to-end digital technology and services to pay-television platform operators and content providers.
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