Investors want News Corp. to increase offer for NDS Group

By Lisa Kerner

Charlotte, N.C., July 16 - NDS Group plc investors led by Egerton Capital LP do not believe News Corp.'s recent $60-per-share offer for the company adequately reflects NDS Group's fair value.

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, through a scheme of arrangement, it was previously reported.

The investors have met with advisers to the independent committee of NDS Group's board of directors to explain why they feel the merger consideration is insufficient, it was reported in a schedule 13D filed with the Securities and Exchange Commission.

Egerton and its affiliates, with a 9.0% stake in NDS Group, may communicate further with the company and the board, as well as with significant shareholders and others, regarding alternatives to improve shareholder value including increasing the amount of the merger consideration, according to the filing.

Under the proposed transaction, NDS Group would cease being a public company and Permira Newcos and News Corp., a New York-based media company, would own 51% and 49% of NDS, respectively.

All NDS Group series A ordinary shares, including shares represented by American Depositary Shares traded on the Nasdaq, would be cancelled for per-share consideration of $60 in cash, a prior news release stated.

Approximately 68% of the series B ordinary shares held by News Corp. would be cancelled in exchange for $60 per share in a mix of cash of approximately $1.5 billion and a $200 million vendor note, the release said.

NDS Group shareholders AKO Master Fund Ltd., AKO Capital LLP and Nicolai Tangen, with a 9.6% stake in the company, also intend to discuss an increase in the merger consideration with management, board members, other significant shareholders and the board's independent committee, a prior SEC filing noted.

NDS Group supplies open end-to-end digital technology and services to pay-television platform operators and content providers.

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